ALAMEDA RDA: Moody's Lifts Rating on TABs From 'Ba1'----------------------------------------------------Moody's Investors Service has upgraded to Baa2 from Ba1 the ratingon the Successor Agency to the Alameda County RedevelopmentAgency's (RDA) Series 2006A Tax Allocation Bonds (TABs). The bondswere previously on review for downgrade.

Rating Rationale

The upgrade reflects the ample semi-annual debt service coverageprovided by the total incremental revenues available to thesuccessor agency for tax increment debt service coverage. Theactual 2013 debt service coverage for Series 2006A bonds rangefrom 4.1x to 8.9x, after payment of pass through obligations. Alsocontributing to the upgrade is the large total acreage of theproject area securing the debt; the very large incrementalassessed valuation (AV); and the high income levels in the county.However, a low incremental AV to total AV ratio, which can lead torevenue volatility, and the high concentration in the top ten taxpayers weigh on the rating.

Key Strengths

- Strong coverage on semi-annual and annual basis

- Large project area, in acreage and AV

- Strong local economy and income levels

Key Challenges

- Low increment to total AV ratio

- High tax payer concentration

What could move the ratings-UP

- Significant and sustained increase in assessed valuation which would increase incremental AV/total AV ratio and debt service coverage levels

- Decrease in tax payer concentration

What could move the rating-DOWN

- Increase in tax payer concentration

- Decrease incremental the AV/total AV ratio

The principal methodology used in this rating was Moody's AnalyticApproach To Rating California Tax Allocation Bonds published inDecember 2003.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of Class A-1 Notes and anincrease in the transaction's overcollateralization ratiosunderlying portfolio since the last rating action in October 2012.The Class A-1 Notes have been paid down by approximately $16million since the last rating action, due to diversion of excessinterest proceeds and disbursement of principal proceeds fromredemptions of underlying assets. As a result of thisdeleveraging, the Class A-1 notes' par coverage improved to186.53% from 140.02% since the last rating action, as calculatedby Moody's. Based on the latest trustee report dated in July 2013,the Class A OC has improved to 117.60% compared to 93.90% inSeptember 2012. Going forward, the Class A-1 Notes will continueto benefit from the diversion of excess interest and the proceedsfrom future redemptions of any assets in the collateral pool.

Moody's also notes that since the last rating action the total paramount that Moody's treated as defaulted or deferring declined to$35.5 million compared to $77.33 million. Since October 2012, fivepreviously deferring banks with a total par of $35.5 million haveresumed interest payments while one asset with a total par of $6million was redeemed at par.

In taking the foregoing actions, Moody's also announced that ithas concluded its review of its ratings on the issuer's Class A-1,Class A-2 and Class A-3 Notes announced on August 5, 2013. At thattime, Moody's said that it had upgraded and placed certain of theissuer's ratings on review primarily as a result of substantialdeleveraging of senior notes and increases inovercollateralization (OC) ratios.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par $221 million,defaulted/deferring par of $35.5 million, a weighted averagedefault probability of 22.72% (implying a WARF of 1116). Moody'sAsset Correlation of 17.85%, and a weighted average recovery rateupon default of 10%. In addition to the quantitative factors thatare explicitly modeled, qualitative factors are part of ratingcommittee considerations. Moody's considers the structuralprotections in the transaction, the risk of triggering an Event ofDefault, recent deal performance under current market conditions,the legal environment, and specific documentation features. Allinformation available to rating committees, includingmacroeconomic forecasts, inputs from other Moody's analyticalgroups, market factors, and judgments regarding the nature andseverity of credit stress on the transactions, may influence thefinal rating decision.

The portfolio of this CDO is mainly comprised of trust preferredsecurities (TruPS) issued by small to medium sized U.S. communitybanks that are generally not publicly rated by Moody's. Toevaluate the credit quality of bank TruPS without public ratings,Moody's uses RiskCalc model, an econometric model developed byMoody's KMV, to derive their credit scores. Moody's evaluation ofthe credit risk for a majority of bank obligors in the pool relieson FDIC financial data reported as of Q1-2013.

Moody's also evaluates the sensitivity of the rated transaction tothe volatility of the credit estimates, as described in Moody'sCross Sector Rating Methodology "Updated Approach to the Usage ofCredit Estimates in Rated Transactions" published in October 2009.

The principal methodology used in this rating was "Moody'sApproach to Rating TRUP CDOs" published in May 2011.

The transaction's portfolio was modeled using CDOROM v.2.8 todevelop the default distribution from which the Moody's AssetCorrelation parameter was obtained. This parameter was then usedas an input in a cash flow model using CDOEdge.

Moody's performed a number of sensitivity analyses of the resultsto certain key factors driving the ratings. Moody's analyzed thesensitivity of the model results to changes in the portfolio WARF(representing an improvement or a deterioration in the creditquality of the collateral pool), assuming that all other factorsare held equal. If the WARF is increased to1450 points from thebase case of 1116 the model-implied rating of the Class A-1 Notesis one notch worse than the base case result. Similarly, if theWARF is decreased to 1000 points, the model-implied rating of theClass A-1 Notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivityanalyses as described in the Special Comment "Sensitivity Analyseson Deferral Cures and Default Timing for Monitoring TruPS CDOs"published in August 2012. In the first, Moody's gave par credit tobanks that are deferring interest on their TruPS but satisfyspecific credit criteria and thus have a strong likelihood ofresuming interest payments. Under this sensitivity analysis,Moody's gave par credit to $19 million of bank TruPS. In thesecond sensitivity analysis, Moody's ran alternative default-timing profile scenarios to reflect the lower likelihood of alarge spike in defaults.

Summary of the impact on all rated notes (shown in terms of thenumber of notches' difference versus the current model output,where a positive difference corresponds to lower expected loss),assuming that all other factors are held equal:

Sensitivity Analysis 1:

Class A-1: +1

Class A-2: +1

Class A-3: +1

Class B-1: 0

Class B-2: 0

Class B-3: 0

Sensitivity Analysis 2:

Class A-1: +1

Class A-2: +1

Class A-3: +1

Class B-1: 0

Class B-2: 0

Class B-3: 0

Moody's notes that this transaction is still subject to a highlevel of macroeconomic uncertainty although Moody's outlook on thebanking sector has changed to stable from negative. The pace ofFDIC bank failures continues to decline in 2013 compared to thelast few years, and some of the previously deferring banks haveresumed interest payment on their trust preferred securities.

Moody's said the ratings are based on the quality of theunderlying auto loans and their expected performance, the strengthof the structure, the availability of excess spread over the lifeof the transaction, and the experience and expertise ofAmeriCredit as servicer.

Moody's median cumulative net loss expectation for the AMCAR 2013-4 pool is 10.00% and total credit enhancement required to achieveAaa rating is 36.50%. The loss expectation was based on ananalysis of AmeriCredit's portfolio vintage performance as well asperformance of past securitizations, and current expectations forfuture economic conditions.

The Assumption Volatility Score for this transaction is Mediumversus a Medium for the sector. Moody's V Scores provide arelative assessment of the quality of available credit informationand the potential variability around the various inputs to arating determination. The V Score ranks transactions by thepotential for significant rating changes owing to uncertaintyaround the assumptions due to data quality, historicalperformance, the level of disclosure, transaction complexity, themodeling and the transaction governance that underlie the ratings.V Scores apply to the entire transaction (rather than individualtranches).

The principal methodology used in this rating was "Moody'sApproach to Rating Auto Loan-Backed ABS," published in May 2013.

Parameter Sensitivities are not intended to measure how the ratingof the security might migrate over time, rather they are designedto provide a quantitative calculation of how the initial ratingmight change if key input parameters used in the initial ratingprocess differed. The analysis assumes that the deal has not aged.Parameter Sensitivities only reflect the ratings impact of eachscenario from a quantitative/model-indicated standpoint.Qualitative factors are also taken into consideration in theratings process, so the actual ratings that would be assigned ineach case could vary from the information presented in theParameter Sensitivity analysis.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the Class A-1 notes and anincrease in the transaction's overcollateralization ratios sinceAugust 2012. Moody's notes that the Class A-1 notes have been paiddown by approximately 44% or $86 million since August 2012. Basedon the trustee report dated July 18 2013, the Class A, Class B,Class C, and Class D overcollateralization ratios are reported at134.7%, 120.5%, 112.2%, and 108.0%, respectively, versus August2012 levels of 119.9%, 112.6%, 108.0%, and 105.5%, respectively.

In taking these actions, Moody's announced that it had concludedits review of its rating on the issuer's Class B Notes announcedon July 15, 2013. At that time, Moody's said that it had upgradedand placed certain of the issuer's ratings on review primarily asa result of substantial deleveraging of the senior notes andincreases in OC ratios resulting from high rates of loancollateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $169 million, defaulted par of $4.0 million, aweighted average default probability of 16.69% (implying a WARF of2541), a weighted average recovery rate upon default of 50.74%,and a diversity score of 55. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

Apidos CDO III, issued in March 2006, is a collateralized loanobligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2033)

Class A-1: 0

Class A-2: 0

Class B: +2

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (3050)

Class A-1: 0

Class A-2: 0

Class B: -2

Class C: -2

Class D: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

ASSET BACKED 2005-HE1: Moody's Takes Action on Two RMBS Tranches----------------------------------------------------------------Moody's Investors Service has downgraded the rating of one trancheand upgraded the rating of one tranche backed by subprime loansissued by Asset Backed Securities Corporation Home Equity LoanTrust 2005-HE1. Complete rating actions are as follows:

The actions are a result of recent performance review of thesetransaction and reflect Moody's updated loss expectations on thesepools. Class M-1 was downgraded primarily due to the tranche'sexisting interest shortfalls. Class M-2 was upgraded primarily asa result of improving performance to the related pools andbuilding credit enhancement on the tranche.

The principal methodology used in this rating was "US RMBSSurveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts anunemployment central range of 7.0% to 8.0% for the 2013 year.Moody's expects house prices to continue to rise in 2013.Performance of RMBS continues to remain highly dependent onservicer procedures. Any change resulting from servicing transfersor other policy or regulatory change can impact the performance ofthese transactions.

AVENUE CLO II: S&P Affirms 'BB' Rating on Class B-2L Notes----------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on twoclasses of notes from Avenue CLO II Ltd., a cash flowcollateralized loan obligation (CLO) transaction, and removed themfrom CreditWatch with positive implications, where S&P had placedthem on May 17, 2013. S&P also raised the rating on a third classof notes that had not been on CreditWatch. At the same time, S&Paffirmed its ratings on two other classes of notes.

The transaction is currently in its amortization phase and hascommenced the paydown of the notes. The upgrades largely reflectpaydowns of $180.56 million to the class A-1L notes since S&P'sAugust 2012 rating actions. Because of this, theovercollateralization (O/C) ratios increased for each class ofnotes:

-- The senior class A-1L O/C increased to 154.75%, up from 136.33% in July 2012.

-- The class A-2L and A-3L O/C ratio is 132.58%, up from 117.78% in July 2012.

-- The class B-1L O/C ratio is 118.10%, up from 111.02% in July 2012.

-- The class B-2L O/C ratio is 107.14%, up from 105.29% in July 2012.

The affirmation of the class A-1L notes reflects the sufficientcredit support available to the notes at the current 'AAA (sf)'rating level.

S&P's rating on the class B-1L notes is limited by its largestobligor default test, which intends to address the potentialconcentration of exposure to obligors in the transaction'sportfolio. Based on S&P's review, the top two assets constitutealmost 9% of the total performing portfolio.

The rating assigned to the class B-2L notes was also limited bythe application of the largest obligor default test, whichindicated a lower rating than the one currently assigned.However, in analyzing the tranche, S&P considered the portfolio'soverall diversification and the increase in overcollateralization,and affirmed the 'BB (sf)' rating on the notes.

S&P will continue to review whether the ratings currently assignedto the notes remain consistent with the credit enhancementavailable to support them and take rating actions as it deemsnecessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties, and enforcement mechanisms available to investors anda description of how they differ from the representations,warranties, and enforcement mechanisms in issuances ofsimilar securities. The Rule applies to in-scope securitiesinitially rated (including preliminary ratings) on or afterSept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios sincethe rating action in August 2012. Moody's notes that the Class ANotes have been paid down by approximately 34% or $139.3 millionsince the last rating action. Based on the latest trustee reportdated July 31, 2013, the Class A/B, Class C, Class D, and Class Eovercollateralization ratios are reported at 130.43%, 116.94%,110.41% and 107.55%, respectively, versus August 2012 levels of124.34%, 114.19%, 109.10% and 106.83%, respectively. Moody's notesthat the July trustee-reported overcollateralization ratios do notreflect the payment of $40 million to the Class A Notes on theAugust 10, 2013 payment date.

Moody's also notes that the rated balance of the Class QCombination Notes has delevered by 26% or $1.5 mm since the lastaction in August 2012 due to ongoing distributions to the Class CNotes and Income Notes.

Notwithstanding benefits of the deleveraging, Moody's notes thatthe weighted average spread of the underlying portfolio hasdeclined since the last rating action. Based on the July 2013trustee report, the weighted average spread is currently 3.97%compared to 4.54% in August 2012.

In taking the foregoing actions, Moody's also announced that ithad concluded its review of its rating on the issuer's Class CNotes announced on July 15, 2013. At that time, Moody's said thatit had upgraded and placed certain of the issuer's ratings onreview primarily as a result of substantial deleveraging of thesenior notes and increases in OC ratios resulting from high ratesof loan collateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $390.2 million, defaulted par of $13.7million, a weighted average default probability of 21.41%(implying a WARF of 3018), a weighted average recovery rate upondefault of 51.29%, and a diversity score of 63. The default andrecovery properties of the collateral pool are incorporated incash flow model analysis where they are subject to stresses as afunction of the target rating of each CLO liability beingreviewed. The default probability is derived from the creditquality of the collateral pool and Moody's expectation of theremaining life of the collateral pool. The average recovery rateto be realized on future defaults is based primarily on theseniority of the assets in the collateral pool. In each case,historical and market performance trends and collateral managerlatitude for trading the collateral are also factors.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013. The methodology used in rating the Class Q CombinationNotes was "Using the Structured Note Methodology to Rate CDOCombo-Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2414)

Class A: 0

Class B: 0

Class C: +2

Class D: +1

Class E: +1

Class Q: +1

Moody's Adjusted WARF + 20% (3621)

Class A: 0

Class B: -1

Class C: -2

Class D: -1

Class E: -1

Class Q: -2

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

The affirmations are due to key parameters, including Moody's loanto value (LTV) ratio and Moody's stressed debt service coverageratio (DSCR) remaining within acceptable ranges.

Moody's analysis reflects a forward-looking view of the likelyrange of collateral performance over the medium term. From time totime, Moody's may, if warranted, change these expectations.Performance that falls outside an acceptable range of the keyparameters may indicate that the collateral's credit quality isstronger or weaker than Moody's had anticipated during the currentreview. Even so, deviation from the expected range will notnecessarily result in a rating action. There may be mitigating oroffsetting factors to an improvement or decline in collateralperformance, such as increased subordination levels due toamortization and loan payoffs or a decline in subordination due torealized losses.

The principal methodology used in this rating was "Moody'sApproach to Rating CMBS Large Loan/Single Borrower Transactions"published in July 2000.

Moody's review incorporated the use of the excel-based Large LoanModel v 8.5. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports andRemittance Statements. On a periodic basis, Moody's also performsa full transaction review that involves a rating committee and apress release. Moody's prior transaction review is summarized in apresale report dated September 6, 2012.

Deal Performance:

As of the July 15, 2013 payment date, the transaction's aggregatecertificate balance remains unchanged from securitization at $335million. The transaction is secured by a floating rate mortgageloan on a portfolio of extended-stay hotels totaling 47 properties(including one leasehold property) located across 18 states. Theloan is interest only during the term and its initial maturitydate is in August 2014 (plus three successive one-year extensionoptions). The sponsors of the loan are Clarion Lion PropertiesFund Holdings, LP, Lion Value Fund Holdings, LLC, and HenleyHolding Company. There is additional debt in the form of amezzanine loan.

The portfolio is comprised 32 Residence Inns by Marriott and 15Homewood Suites by Hilton. Hotels located in California accountfor approximately 40% of the pool balance based on allocated loanamount. No properties reported a Seismic Probable Maximum Loss(PML) higher than 11%. All of the properties in the pool werebuilt between 1984 and 2000.

The portfolio's NCF for the trailing twelve month period endingMarch 2013 was $50.7 million, up slightly from $49.7 millionachieved during the trailing twelve month period ending June 2012.Moody's stabilized Net Cash Flow is $47.6 million, and thestabilized Moody's value is $445 million, the same as atsecuritization. Moody's trust LTV ratio is 75%, the same as atsecuritization. Moody's stressed DSCR for the trust is at 1.54X,the same as at securitization. The trust has not experienced anylosses or interest shortfalls since securitization.

BANC OF AMERICA 2006-1: Defeasance No Impact on Moody's Ratings---------------------------------------------------------------Moody's Investors Service was informed that Boulevard Invest LLC,the Borrower for the Desert Passage mortgage loan, has elected todefease the loan with U.S. Government Securities. The proposeddefeasance will become effective upon satisfaction of theconditions precedent set forth in the governing documents.

Moody's has reviewed the defeasance transaction. Moody's hasdetermined that this proposed defeasance will not, in and ofitself, and at this time, result in a downgrade or withdrawal ofthe current ratings to any class of certificates rated by Moody'sfor Banc of America Commercial Mortgage Inc., Commercial Pass-Through Certificates, Series 2006-1.

Moody's opinion only addresses the credit impact associated withthe proposed defeasance. Moody's is not expressing any opinion asto whether this change has, or could have, other noncredit relatedeffects that may have a detrimental impact on the interests ofnote holders and/or counterparties.

The last rating action for Banc of America Commercial MortgageInc., Commercial Pass-Through Certificates, Series 2006-1 wastaken on May 23, 2013. The principal methodology used in thisrating was "Moody's Approach to Rating Fusion U.S. CMBSTransactions" published in April 2005.

On May 23, 2013 Moody's affirmed the ratings of 16 classes of Bancof America 2006-1 as follows:

Fitch placed five classes on Rating Watch Negative in May 2013following the transfer of the Quintard Mall to special servicing.The removal of Rating Watch Negative and downgrades are due to anincrease in modeled losses. Fitch modeled losses of 9% of theremaining pool; expected losses on the original pool balance total8.6%, including $28.7 million (2.6% of the original pool balance)in realized losses to date. Fitch has designated 17 loans (22%) asFitch Loans of Concern, which includes one specially servicedasset (4.2%).

As of the July 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 32.1% to $763.7 million from$1.12 billion at issuance. Per the servicer reporting, nine loans(10.8% of the pool) are defeased. Interest shortfalls arecurrently affecting classes E through Q.

The largest contributor to expected losses is the MarquisApartments loan (5.4% of the pool), which is secured by a 641-unitapartment complex in King of Prussia, PA. Occupancy declinedsignificantly from 71% as of year- end (YE) 2011 to 42% as of YE2012 due to part to the property being vacated to address severemaintenance issues. Debt service coverage ratio (DSCR) increasedfrom 0.59x to 0.65x during the same period. Fitch is modeling asignificant loss on this asset. The loan remains with the masterservicer.

The next largest contributor to expected losses is the specially-serviced Quintard Mall loan (4.2%), which is secured by 375,486square foot (sf) of a 621,752sf regional mall located in Oxford,AL, approximately 60 miles east of Birmingham. The property isanchored by JC Penny (32% of the net rentable area [NRA]) with alease expiring in August 2014, with three five- year extensionoptions remaining. Non-collateral anchors include Dillards(126,000sf) and Sears (120,266sf), which have operating agreementsin place that expire in 2050 and 2020. Servicer reported occupancyas of June 2013 was 88%. The loan transferred to special servicingin May 2013 based on a monetary default after the loan became 60days delinquent. According to the servicing reporting the loan hasbeen unable to cover debt service with YE 2011 DSCR at 0.97x andYE 2012 at 0.94x. The special servicer is proceeding with theforeclosure process.

The third largest contributor to expected losses is the Shops atBoca Park loan (6.7%), which was originally secured by 140,415square feet (sf) of retail space and a 139,000sf ground leaseanchor pad within a lifestyle center located in Summerlin, NV,northwest of Las Vegas. The property is shadow anchored by TargetGreatland and Vons. The loan transferred out of special servicingin June 2013, following the November 2012 loan modification, whichextended the term 48 periods and reduced the interest rate from5.25% to 4.75%.

Rating Sensitivity

Rating Outlooks on classes A-2, A-AB, and A-3 remain Stable due toincreasing credit enhancement and continued paydown. RatingOutlooks on classes A-J through C are Negative and may be subjectto further downgrades if there is further deterioration of thepool's cash flow performance and/or decrease in value of thespecially serviced loan. Additional downgrades to the distressedclasses (those rated below 'B') are expected as losses arerealized.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the Class A-1A and A-1BNotes and an increase in the transaction's overcollateralizationratios since the September 2012. Moody's notes that the Class A-1Aand A-1B Notes have been paid down by approximately 62% or $215million since September 2012. Based on the latest trustee reportdated July 7, 2013, the Class A, Class B, Class C and Class Dovercollateralization ratios are reported at 150.3%, 131.9%,118.3% and 110.9%, respectively, versus September 2012 levels of126.2%, 117.7%, 110.7% and 106.7%, respectively. Moody's notesthat the July 2013 trustee-reported overcollateralization ratiosdo not reflect the payment of $35 million to the Class A-1A and A-1B notes on the July 17, 2013 payment date.

Notwithstanding benefits of the deleveraging, Moody's notes thatthe credit quality of the underlying portfolio has deterioratedsince the last rating action. Based on the July 2013 trusteereport, the weighted average rating factor is currently 2642compared to 2565 in September 2012.

In taking the foregoing actions, Moody's also announced that ithad concluded its review of its ratings on the issuer's Class BNotes, Class C Notes and Class D Notes announced on July 15, 2013.At that time, Moody's said that it had upgraded and placed certainof the issuer's ratings on review primarily as a result ofsubstantial deleveraging of the senior notes and increases in OCratios resulting from high rates of loan collateral prepaymentsduring the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $245 million, defaulted par of $4.8 million, aweighted average default probability of 18.11% (implying a WARF of2633), a weighted average recovery rate upon default of 51.21%,and a diversity score of 46. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2107)

Class A-1A: 0

Class A-1B: 0

Class A-2: 0

Class B: 0

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (3160)

Class A-1A: 0

Class A-1B: 0

Class A-2: 0

Class B: -1

Class C: -2

Class D: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

3) Long-dated assets: The presence of assets that mature beyondthe CLO's legal maturity date exposes the deal to liquidation riskon those assets. Moody's assumes an asset's terminal value uponliquidation at maturity to be equal to the lower of an assumedliquidation value (depending on the extent to which the asset'smaturity lags that of the liabilities) and the asset's currentmarket value.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios sinceDecember 2012. Moody's notes that the Class A Notes have been paiddown by approximately 46% or $203.3 million since December 2012.Based on Moody's calculations, the Class A/B, Class C, Class D,and Class E overcollateralization ratios are currently 142.4%,126.5%, 118.7% and 111.1%, respectively, versus December 2012levels of 124.1%, 115.9%, 111.6% and 107.1%, respectively.

Moody's also announced that it had concluded its review of itsratings on the issuer's Class B, Class C, Class D and Class ENotes announced on July 15, 2013. At that time, Moody's said thatit had upgraded and placed certain of the issuer's ratings onreview for upgrade primarily as a result of substantialdeleveraging of the senior notes and increases in OC ratiosresulting from high rates of loan collateral prepayments duringthe first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $371 million, defaulted par of $7.4 million, aweighted average default probability of 17.53% (implying a WARF of2574), a weighted average recovery rate upon default of 50.33%,and a diversity score of 47. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2059)

Class A: 0

Class B: 0

Class C: +2

Class D: +3

Class E: +1

Moody's Adjusted WARF + 20% (3089)

Class A: 0

Class B: -1

Class C: -2

Class D: -2

Class E: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

-- The timely interest and principal payments made under stressed cash flow modeling scenarios that are appropriate to the assigned rating categories.

-- Its expectation that during the amortization phase, under a moderate ('BBB') stress scenario, our ratings on the class A and B notes will remain within one rating category of the assigned ratings and our ratings on the class C and D notes will remain within two rating categories of the assigned ratings. This is within the one-category rating tolerance for the 'AAA (sf)' and 'AA (sf)' rated securities, and within the two-category tolerance for the 'A (sf)' and 'BBB (sf)' rated securities, as outlined in S&P's credit stability criteria.

-- The credit enhancement in the form of subordination, overcollateralization, a reserve account, and excess spread. During the amortization period, the nonamortizing overcollateralization and reserve account amount will result in increased credit enhancement for the notes.

-- The characteristics of the collateral pool being securitized.

-- The transaction's payment and legal structures.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties, and enforcement mechanisms available to investors anda description of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

CAPMARK VII: Moody's Hikes Rating on Class A-2 Notes to 'Ba1'-------------------------------------------------------------Moody's has upgraded the ratings of one class and affirmed theratings of nine classes of Notes issued by Capmark VII -- CRE Ltd.The upgrades are due to rapid amortization as a result of greaterthan expected recoveries on defaulted assets. The affirmations aredue to the key transaction parameters performing within levelscommensurate with the existing ratings levels. The rating actionis the result of Moody's on-going surveillance of commercial realestate collateralized debt obligation (CRE CDO CLO) transactions.

Capmark VII -- CRE Ltd. is a static (the reinvestment period endedin August, 2011) cash CRE CDO transaction backed by a portfolio ofwhole loans (100.0% of the pool balance). As of the August 15,2013 Trustee report, the aggregate note balance of thetransaction, including preferred shares, has decreased to $467.9million from $1.0 billion at issuance, with the paydown currentlydirected to the Class A-2 Notes, as a result of regularamortization; payments from defaulted asset sales; and frominterest reclassified as principal due to the failure of certainpar value tests.

There are five assets with a par balance of $87.3 million (28.9%of the current pool balance) that are considered defaultedsecurities as of the August 15, 2013 Trustee report. While therehave been limited realized losses on the underlying collateral todate, Moody's does expect moderate losses to occur once they arerealized.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated assessments for the non-Moody'srated collateral. Moody's modeled a bottom-dollar WARF of 6,173compared to 6,618 at last review. The current distribution ofMoody's rated collateral and assessments for non-Moody's ratedcollateral is as follows: Baa1-Baa3 (0.0% compared to 0.8% at lastreview), Ba1-Ba3 (9.2% compared to 0.0% at last review), B1-B3(0.0% compared to 9.1% at last review), and Caa1-C (90.8% comparedto 90.1% at last review).

Moody's modeled a WAL of 3.1 years compared to 3.9 years at lastreview.

Moody's modeled a fixed WARR of 53.3% compared to 53.6% at lastreview.

Moody's modeled a MAC of 30.4% compared to 100.0% at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO ratingmodels, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, which was released on May16, 2013, was used to analyze the cash flow waterfall and itseffect on the capital structure of the deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in recovery rate assumptions. Holding all other keyparameters static, changing the recovery rate assumption down from53.3% to 43.3% or up to 63.3% would result in a modeled ratingmovement on the rated tranches of 0 to 5 notches downward and 0 to3 notches upward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The hotel sector continues to exhibit growth albeit at a slightlyslower pace. The multifamily sector should remain stable withmoderate growth. Gradual recovery in the office sector continuesand will be assisted in the next quarter when absorption is likelyto outpace completions. However, since office demand is closelytied to employment, Moody's expects regional employment growth toprovide market differentiation. CBD markets continue to outperformsecondary suburban markets. The retail sector exhibited a slightreduction in vacancies in the first quarter; the largest dropsince 2005. However, consumers continue to be cautious asevidenced by sales growth continuing below historical trends.Across all property sectors, the availability of debt capitalcontinues to improve with robust securitization activity ofcommercial real estate loans supported by a monetary policy of lowinterest rates.

Moody's central global macroeconomic outlook indicates the globaleconomy has lost momentum over the past quarter as it tries torecover. US GDP growth for 2013 is likely to remain close to 2%,however US sequestration cuts that came into effect in March maycreate a drag on the positive growth in the US private sector.While the broad economic impact in unclear, the direct effect islikely to shave 0.4% off US GDP growth in 2013. Continuing fromthe previous quarter, Moody's believes that the three mostimmediate risks are: i) the risk of an even deeper than currentlyexpected recession in the euro area, accompanied by deeper creditcontraction, potentially triggered by a further intensification ofthe sovereign debt crisis; ii) slower-than-expected recovery inmajor emerging markets following the recent slowdown; and iii) anescalation of geopolitical tensions, resulting in adverse economicdevelopments.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in May 2012, and "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011.

CETUS ABS 2006-1: Moody's Keeps Ratings After Supp. Indenture-------------------------------------------------------------Moody's Investors Service has determined that the entry into aSupplemental Indenture dated August 20, 2013, by Cetus ABS CDO2006-1, Ltd. and performance of the activities contemplatedtherein will not in and of itself and at this time result in thewithdrawal, reduction or other adverse action with respect to anycurrent rating (including any private or confidential ratings) byMoody's of any Class of Notes issued by the Issuer. Moody's doesnot express an opinion as to whether the entry into theSupplemental Indenture could have non-credit-related effects.

The Supplemental Indenture will allow the Collateral Manager, onbehalf of the Issuer, to exercise its enforcement rights toterminate the Credit Default Swap Agreement in effect between theIssuer and Citibank N.A., the Credit Default Swap Counterparty. Inreaching its conclusion as to the possible effects of entry intothe Supplemental Indenture on the current Moody's ratings of theNotes Moody's considered, among other factors, the current andfuture interest and principal amounts likely to be paid tonoteholders.

The principal methodology used in reaching its conclusion and inmonitoring the ratings of the Notes issued by the Issuer is"Moody's Approach to Rating SF CDOs", published in May 2012.

Other methodologies and factors that may have been considered inthe process of rating the Notes issued by the Issuer can also befound in the Rating Methodologies sub-directory on Moody'swebsite. Moody's Investors Service did not receive or take intoaccount a third-party due diligence report on the underlying assetor financial instruments related to the monitoring of thetransaction in the past six months.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the Class A-1LR and A-1LNotes and an increase in the transaction's overcollateralizationratios since the rating action in September 2012. Moody's notesthat the Class A-1LR and A-1L Notes have been paid down byapproximately 48% or 186 million since September 2012. Based onthe latest trustee report dated July 10, 2013, the Senior Class A,Class A, Class B-1L and Class B-2L overcollateralization ratiosare reported at 132.03%, 119.67%, 112.75% and 106.01%,respectively, versus August 2012 levels of 123.40, 115.04%,110.14% and 105.23%, respectively. Moody's notes that the Julytrustee-reported overcollateralization ratios do not reflect thepayment of $66 million to the Class A-1LR and A-1L Notes on theJuly 22, 2013 payment date.

In taking the foregoing actions, Moody's also announced that ithad concluded its review of its rating on the issuer's Class A-3LNotes announced on July 15, 2013. At that time, Moody's said thatit had upgraded and placed certain of the issuer's ratings onreview primarily as a result of substantial deleveraging of thesenior notes and increases in OC ratios resulting from high ratesof loan collateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $318 million, defaulted par of $8.3 million, aweighted average default probability of 20.52% (implying a WARF of3013), a weighted average recovery rate upon default of 50.73%,and a diversity score of 66. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

Moody's also notes that a material proportion of the collateralpool includes debt obligations whose credit quality has beenassessed through Moody's Credit Estimates ("CEs"). Moody'sanalysis reflects the application of certain adjustments withrespect to the default probabilities associated with CEs.Specifically, Moody's assumed an equivalent of Caa3 for assetswith CEs that were not updated within the last 15 months, whichrepresent approximately 0.9% of the collateral pool.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2411)

Class A-1LR: 0

Class A-1L: 0

Class A-2L: 0

Class A-3L: +2

Class B-1L: +2

Class B-2L: 0

Moody's Adjusted WARF + 20% (3616)

Class A-1LR: 0

Class A-1L: 0

Class A-2L: 0

Class A-3L: -2

Class B-1L: -2

Class B-2L: -2

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

3) Exposure to credit estimates: The deal is exposed to a largenumber of securities whose default probabilities are assessedthrough credit estimates. In the event that Moody's is notprovided the necessary information to update the credit estimatesin a timely fashion, the transaction may be impacted by anydefault probability adjustments Moody's may assume in lieu ofupdated credit estimates.

The Certificates are collateralized by 59 fixed rate loans securedby 87 properties. The ratings are based on the collateral and thestructure of the transaction.

Moody's CMBS ratings methodology combines both commercial realestate and structured finance analysis. Based on commercial realestate analysis, Moody's determines the credit quality of eachmortgage loan and calculates an expected loss on a loan specificbasis. Under structured finance, the credit enhancement for eachcertificate typically depends on the expected frequency, severity,and timing of future losses. Moody's also considers a range ofqualitative issues as well as the transaction's structural andlegal aspects.

The credit risk of loans is determined primarily by two factors:1) Moody's assessment of the probability of default, which islargely driven by each loan's DSCR, and 2) Moody's assessment ofthe severity of loss upon a default, which is largely driven byeach loan's LTV ratio.

The Moody's Actual DSCR of 1.71X (1.48X excluding credit assessedloans) is greater than the 2007 conduit/fusion transaction averageof 1.31X. The Moody's Stressed DSCR of 1.11X (1.04X excludingcredit assessed loans) is greater than the 2007 conduit/fusiontransaction average of 0.92X.

This deal has a super-senior Aaa class with 30% creditenhancement. Although the additional enhancement offered to thesenior most certificate holders provides additional protectionagainst pool loss, the super-senior structure is credit negativefor the certificate that supports the super-senior class. If thesupport certificate were to take a loss, the loss would have thepotential to be quite large on a percentage basis. Thin tranchesneed more subordination to reduce the probability of default inrecognition that their loss-given default is higher. Thisadjustment helps keep expected loss in balance and consistentacross deals. The transaction was structured with additionalsubordination at class A-M to mitigate the potential increasedseverity to class A-M.

Moody's also grades properties on a scale of 1 to 5 (best toworst) and considers those grades when assessing the likelihood ofdebt payment. The factors considered include property age, qualityof construction, location, market, and tenancy. The pool'sweighted average property quality grade is 2.29 which is lowerthan the indices calculated in most multi-borrower transactionssince 2009.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September2000, and "Moody's Approach to Rating Fusion U.S. CMBSTransactions" published in April 2005. The methodology used inrating Classes X-A, and X-B was "Moody's Approach to RatingStructured Finance Interest-Only Securities" published in February2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62which derives credit enhancement levels based on an aggregation ofadjusted loan level proceeds derived from Moody's loan level DSCRand LTV ratios. Major adjustments to determining proceeds includeloan structure, property type, sponsorship and diversity. Moody'sanalysis also uses the CMBS IO calculator version 1.1 whichreferences the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology.

The V Score for this transaction is assessed as Low/Medium, thesame as the V score assigned to the U.S. Conduit and CMBS sector.This reflects typical volatility with respect to the criticalassumptions used in the rating process as well as an averagedisclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling, and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of thecollateral used in determining the initial rating were decreasedby 5.0%, 14.5%, and 23%, the model-indicated rating for thecurrently rated junior Aaa class would be Aa1, Aa2, Aa2,respectively. Parameter Sensitivities are not intended to measurehow the rating of the security might migrate over time; ratherthey are designed to provide a quantitative calculation of how theinitial rating might change if key input parameters used in theinitial rating process differed. The analysis assumes that thedeal has not aged. Parameter Sensitivities only reflect theratings impact of each scenario from a quantitative/model-indicated standpoint. Qualitative factors are also taken intoconsideration in the ratings process, so the actual ratings thatwould be assigned in each case could vary from the informationpresented in the Parameter Sensitivity analysis.

The downgrade of the IO Class, Class X, is a result of the declinein the weighted average rating factor (WARF) of its referencedclasses.

The affirmations of classes C, D and E are due to key parameters,including Moody's loan to value (LTV) ratio, Moody's stressed debtservice coverage ratio (DSCR) and the Herfindahl Index (Herf),remaining within acceptable ranges. Based on Moody's current baseexpected loss, the credit enhancement levels for the affirmedclasses are sufficient to maintain their current ratings. Theratings of Classes F through K are consistent with Moody'sexpected loss and thus are affirmed. Depending on the timing ofloan payoffs and the severity and timing of losses from speciallyserviced loans, the credit enhancement level for rated classescould decline below the current levels. If future performancematerially declines, the expected level of credit enhancement andthe priority in the cash flow waterfall may be insufficient forthe current ratings of these classes.

Moody's rating action reflects a base expected loss of 39.7% ofthe current balance. At last review, Moody's base expected losswas 21.4%. Realized losses have remained the same at 3.8% of theoriginal balance since the prior review. Moody's base expectedloss plus realized losses is now 11.0% of the original pooledbalance compared to 10.3% at last review.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September2000, and "Moody's Approach to Rating CMBS Large Loan/SingleBorrower Transactions" published in July 2000.

Moody's currently uses a Gaussian copula model to evaluate poolsof credit tenant loans (CTLs) within CMBS transactions. Moody'spublic CDO rating model CDOROMv2.8-9 is used to generate aportfolio loss distribution to assess the ratings. Under Moody'sCTL approach, the rating of a transaction's certificates isprimarily based on the senior unsecured debt rating (or thecorporate family rating) of the tenant, usually an investmentgrade rated company, leasing the real estate collateral supportingthe bonds. This tenant's credit rating is the key factor indetermining the probability of default on the underlying lease.The lease generally is "bondable", which means it is an absolutenet lease, yielding fixed rent paid to the trust through a lock-box, sufficient under all circumstances to pay in full allinterest and principal of the loan. The leased property should beowned by a bankruptcy-remote, special purpose borrower, whichgrants a first lien mortgage and assignment of rents to thesecuritization trust. The dark value of the collateral, whichassumes the property is vacant or "dark", is then examined todetermine a recovery rate upon a loan's default. Moody's alsoconsiders the overall structure and legal integrity of thetransaction.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 6 compared to 12 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel-based Large Loan Model v 8.5 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated January 28, 2013.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 82% to $425.1million from $2.4 billion at securitization. The Certificates arecollateralized by 55 mortgage loans ranging in size from less than1% to 29% of the pool, with the top ten non-defeased loansrepresenting 58% of the pool. Eleven loans, representing 24% ofthe pool, have defeased and are secured by U.S. Governmentsecurities. The pool has no loans with investment grade creditassessments.

Fourteen loans, representing 11% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Twenty-eight loans have been liquidated from the pool, resultingin an aggregate realized loss of $91.1 million (45% loss severityon average). Five loans, representing 41% of the pool, arecurrently in special servicing. The largest specially servicedloan is The Source Loan ($124 million -- 29.2% of the pool), whichis secured by a 521,000 square foot (SF) regional mall located inWestbury, New York. The center, located on Long Island and knownas "The Mall at The Source", was formerly anchored by Fortunoff, ahigh-end department store specializing in the sale of house waresand jewelry. As was reported at prior Moody's reviews, thedeparture of the anchor and unfavorable economic conditions haveprecipitated the departure of other major retailers at the mall.Two of the largest tenants, Saks Fifth Avenue Off 5th andNordstrom Rack, also vacated the property and opened stores at anearby power center. The mall's inline space was 57% leased as ofJune 2013. The loan transferred to special servicing in January2009 for imminent default, which occurred in March 2009. Title tothe property was obtained in August 2012. The special servicer iscurrently evaluating sales strategies. The servicer has recognizeda $93.8 million appraisal reduction.

The second-largest specially-serviced loan is the Baldwin ComplexLoan ($39.6 million -- 9.3% share of the pool), which is securedby a 455,000 SF office property located in the Cincinnati, OhioCBD. The loan was transferred to special servicing in October 2010due to imminent default and a receiver was appointed in February2012. As of January 2013, the property was 50% leased. Theproperty's second largest tenant, Christ Hospital, currentlyoccupies 31,580 SF (7% of Net Rentable Area) and is vacating atits lease expiration of December 31, 2014. The servicer hasrecognized a $38.5 million appraisal reduction.

The third-largest specially-serviced loan is Centerpark One OfficeBuilding Loan ($9.1 million -- 2.1% share of the pool), which issecured by a 120,000 SF office property located in Calverton,Maryland. Moody's assumed an aggregate $163 million estimated loss(93% expected loss overall) for the specially serviced loans.

Moody's has assumed a high default probability for two poorlyperforming loans representing 1.5% of the pool and has estimatedan aggregate $964,000 loss (15% expected loss based on a 50%probability default) from these troubled loans.

Moody's was provided with full year 2012 operating results for 85%of the pool's non-specially serviced and non-defeased loans.Excluding specially serviced and troubled loans, Moody's weightedaverage LTV is 57% compared to 60% at Moody's prior review.Moody's net cash flow reflects a weighted average haircut of 12%to the most recently available net operating income. Moody's valuereflects a weighted average capitalization rate of 10%.

Excluding special serviced and troubled loans, Moody's actual andstressed DSCRs are 1.73X and 2.24X, respectively, compared to1.64X and 2.15X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The top three conduit loans represent 11.5% of the pool. Thelargest conduit loan is the Airport Plaza Loan ($22.0 million --5.2% of the pool), which is secured by a 195,363 SF officebuilding located in Crystal City, Virginia. Tenants includeLockheed Martin and Northrop Grumman. As of June 2013, propertywas 84% leased. The loan benefits from amortization. Moody's LTVand stressed DSCR are 77% and 1.48X, respectively, compared to 96%and 1.18X at last review.

The second largest conduit loan is the Robertson Plaza Loan ($19.4million -- 4.6% of the pool), which is secured by a 168,285 SFoffice building located in Los Angeles, California. As of June2013, property was 99% leased compared to 94% at securitization.The loan continues to improve and benefits from amortization.Borrower has not indicated a pay down for this loan. Moody's LTVand stressed DSCR are 39% and 2.75X, respectively, compared to 41%and 2.66X at last review.

The third largest conduit loan is the Spring Properties, Inc. Loan($7.4 million -- 1.7% of the pool), which is secured by twoproperties, Symantec Buildings which has two office buildings andPlanning Mill which has six mixed-use buildings, located inEugene, Oregon. As of March 2013, weighted average occupancy was80%. Borrower has not indicated a pay down for this loan. Moody'sLTV and stressed DSCR are 74% and 1.47X, respectively, compared to87% and 1.24X at last review.

The actions are a result of the recent performance of theunderlying pools and reflect Moody's updated loss expectations onthe pools. The downgrades are a result of weak interest shortfallreimbursement mechanism. The upgrades are due to improvement incollateral performance and/ or build-up in credit enhancement. Therating actions on Conseco 2001-D, 2002-B, and 2002-C also reflectcorrection of errors in the Structured Finance Workstation (SFW)cash flow models previously used by Moody's in rating thesetransactions.

The rating actions for Conseco 2002-A and 2002-B deals take intoaccount that they are undercollateralized. The junior most bond,B2, is expected to absorb the losses on the underlying collateral.The bond administrator is reporting class B-2 balances bothadjusted and not-adjusted for the underlying losses. However, tilldate, the bond administrator has calculated interest payments tothe B2 class on the balance not adjusted for losses. As a result,the other bonds in these two deals are negatively impacted as alarger share of the cash collections is diverted to pay intereston class B-2.

The cash flow models used in the previous rating actions forConseco 2001-D, 2002-B, and 2002-C had incorrectly appliedseparate interest and principal waterfalls. In the impacted deals,all collected principal and interest is now commingled into onepayment waterfall to pay all interest due on bonds first, and thento pay principal in accordance with the Pooling and ServicingAgreement. With the commingling of funds, principal proceeds canbe used to pay accrued interest, which could result in reducedprincipal recovery for the bonds outstanding. Due to the discoveryof these errors, eight tranches from these deals were placed onreview on May 14, 2013. The errors have now been corrected, andthese rating actions reflect the changes.

The principal methodology used in these ratings was "US RMBSSurveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts anunemployment central range of 7.0% to 8.0% for the 2013 year.Moody's expects house prices to continue to rise in 2013.Performance of RMBS continues to remain highly dependent onservicer procedures. Any change resulting from servicing transfersor other policy or regulatory change can impact the performance ofthese transactions.

The affirmations of the four investment grade principal andinterest classes are due to stable credit support from pay downsand amortization. The affirmations of the seven below investmentgrade principal and interest classes are due to Moody's expectedloss remaining in line with last review. The downgrade of oneprincipal and interest class is due to concerns about futureinterest shortfalls and anticipated losses from loans in specialservicing and on the servicer's watchlist. Interest shortfalls nowtotal $23.8 million and are impacting Classes A-J through T.

The downgrade of the one IO Class, Class A-X, is due to theindicated WARF for the reference classes.

Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for rated classes could decline below thecurrent levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. CMBS Conduit Transactions" published inSeptember 2000.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a pay down analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 51 compared to 53 at last review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated September 6, 2012.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 34% to $1.8 billionfrom $2.7 billion at securitization. The Certificates arecollateralized by 187 mortgage loans ranging in size from lessthan 1% to 9% of the pool. Two loans, representing 0.3% of thepool, have defeased and are backed by U.S. Government securities.There are no loans with credit assessments.

Fifty-one loans, representing 29.3% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Forty-four loans have been liquidated from the pool, resulting inan aggregate realized loss of $193.6 million (28% loss severity).Currently 21 loans, representing 15% of the pool, are in specialservicing. The specially serviced loans are represented by a mixof property types. Moody's has estimated an aggregate $93.7million loss (41% expected loss on average) for 20 of thespecially serviced loans.

Moody's has assumed a high default probability for 50 poorlyperforming loans representing 30.7% of the pool and has estimatedan aggregate $130.8 million loss (24% expected loss based on a 54%probability default) from these troubled loans.

Moody's was provided with full year 2012 and partial year 2013operating results for 93% and 52% of the performing poolrespectively. Excluding specially serviced and troubled loans,Moody's weighted average LTV is 107% compared to 112% at last fullreview. Moody's net cash flow reflects a weighted average haircutof 10.5% to the most recently available net operating income.Moody's value reflects a weighted average capitalization rate of9.1%.

Excluding specially serviced and troubled loans, Moody's actualand stressed DSCRs are 1.32X and 0.97X, respectively, compared to1.31X and 0.91X, respectively, at last full review. Moody's actualDSCR is based on Moody's net cash flow (NCF) and the loan's actualdebt service. Moody's stressed DSCR is based on Moody's NCF and a9.25% stressed rate applied to the loan balance.

The largest loan is the Main Plaza Loan ($160.7 million -- 9% ofthe pool), which is secured by two 12-story office buildingslocated in Irvine, California. The two buildings total 583,000 SF.As of March 2012, the properties were 84% leased compared to 81%at last review. In July 2010 the loan had been transferred intospecial servicing for imminent default when the borrower requesteda loan modification. The borrower subsequently withdrew themodification request and the loan returned to the master servicerin June 2011 and has remained current. Due to ongoing weakproperty performance, Moody's has recognized this loan as atroubled loan. Moody's LTV and stressed DSCR are 184% and 0.53X,the same as at last review.

The second largest loan is the Ardenwood Corporate Park ($52.5million -- 3% of the pool), which is secured by a research anddevelopment property located in Fremont, California. As of Spring2013, the property was only 52% leased compared to 100% leased atlast review. The lease for the largest tenant, Logitech (26% ofthe net rentable area (NRA), expired March 2013 and they did notrenew. Moody's stressed the cash flow to reflect the leasingchallenge facing this property. Moody's LTV and stressed DSCR are114% and 0.9X, respectively, compared to 96% and 1.07X at lastreview.

The third largest loan is the Wedgewood South Loan ($50.0 million-- 3% of the pool), which is secured by a 463,846 SF industrialproperty located in Frederick, Maryland. Current occupancy is 87%compared to 100% as of year-end 2012 and financial performanceimproved between 2011 and 2012. Moody's LTV and stressed DSCR are106% and 0.87X, respectively, compared to 110% and 0.84X at lastreview.

CREST 2002-1: Moody's Affirms 'Caa2' Ratings on Two Note Classes----------------------------------------------------------------Moody's has affirmed the ratings of two classes of Notes issued byCrest 2002-1, Ltd. due to the key transaction parametersperforming within levels commensurate with existing ratingslevels. The increase in undercollateralization since last reviewwas offset by a combination of regular amortization and theredirection of interest as principal as a result of the failure ofcertain par value coverage tests. The rating action is the resultof Moody's on-going surveillance of commercial real estatecollateralized debt obligation (CRE CDO and Re-REMIC)transactions.

Crest 2002-1, Ltd. is a static cash transaction backed by aportfolio of commercial mortgage backed securities (CMBS) (80.0%of the pool balance) and real estate investment trust (REIT) debt(20.0%). As of the July 31, 2013 Trustee report, the aggregateNote balance of the transaction, including preferred shares, was$158 million down from $500 million at issuance, with the paydowndirected to the Class B Notes, as a result of amortization of theunderlying collateral combined with the failure of certain parvalue coverage tests.

There are six assets with a par balance of $20.2 million (23.9% ofthe current pool balance) that are considered defaulted securitiesas of the July 31, 2013 Trustee report. All of these assets (100%of the defaulted balance) are CMBS. While there have been norealized losses to the deal, Moody's does expect moderate impliedlosses to occur once they are realized.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated assessments for the non-Moody'srated collateral. Moody's modeled a bottom-dollar WARF of 5,136compared to 5,787 at last review. The current distribution ofMoody's rated collateral and assessments for non-Moody's ratedcollateral is as follows: Aaa-Aa3 (0.0% the same as at lastreview), A1-A3 (2.1% compared to 2.0% at last review), Baa1-Baa3(22.2% compared to 25.9% at last review), Ba1-Ba3 (5.4% comparedto 3.7% at last review), B1-B3 (15.0% compared to 17.6% at lastreview), and Caa1-C (55.2% compared to 50.8% at last review).

Moody's modeled a WAL of 3.6 years compared to 3.3 years at lastreview. The current WAL is based upon assumptions made onextensions.

Moody's modeled a fixed WARR of 11.6% compared to 12.6% at lastreview.

Moody's modeled a MAC of 16.4% compared to 12.7% at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO ratingmodels, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, which was released on May16, 2013, was used to analyze the cash flow waterfall and itseffect on the capital structure of the deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in recovery rate assumptions. Holding all other keyparameters static, changing the recovery rate assumption down from11.6% to 1.6% or up to 21.6% would result in a modeled ratingmovement on the rated tranches of 0 notches downward and 1 notchupward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The hotel sector continues to exhibit growth albeit at a slightlyslower pace. The multifamily sector should remain stable withmoderate growth. Gradual recovery in the office sector continuesand will be assisted in the next quarter when absorption is likelyto outpace completions. However, since office demand is closelytied to employment, Moody's expects regional employment growth toprovide market differentiation. CBD markets continue to outperformsecondary suburban markets. The retail sector exhibited a slightreduction in vacancies in the first quarter; the largest dropsince 2005. However, consumers continue to be cautious asevidenced by sales growth continuing below historical trends.Across all property sectors, the availability of debt capitalcontinues to improve with robust securitization activity ofcommercial real estate loans supported by a monetary policy of lowinterest rates.

Moody's central global macroeconomic outlook indicates the globaleconomy has lost momentum over the past quarter as it tries torecover. US GDP growth for 2013 is likely to remain close to 2%,however US sequestration cuts that came into effect in March maycreate a drag on the positive growth in the US private sector.While the broad economic impact is unclear, the direct effect islikely to shave 0.4% off US GDP growth in 2013. Continuing fromthe previous quarter, Moody's believes that the three mostimmediate risks are: i) the risk of an even deeper than currentlyexpected recession in the euro area, accompanied by deeper creditcontraction, potentially triggered by a further intensification ofthe sovereign debt crisis; ii) slower-than-expected recovery inmajor emerging markets following the recent slowdown; and iii) anescalation of geopolitical tensions, resulting in adverse economicdevelopments.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in May 2012, and "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the Class A Notes and anincrease in the transaction's overcollateralization ratios sinceJuly 2012. Moody's notes that the Class A Notes have been paiddown by approximately 65% or $126 million since July 2012. Basedon the latest trustee report dated July 24, 2013, the Class A/B,Class C, Class D and Class E overcollateralization ratios arereported at 146.2%, 128.2%, 114.6% and 105.7%, respectively,versus July 2012 levels of 124.1%, 115.7%, 108.7% and 103.7%,respectively. Moody's notes the reported Julyovercollateralization ratios do not reflect the August 1, 2013payment of $20.4 million to the Class A Notes.

Notwithstanding benefits of the deleveraging, Moody's notes thatthe credit quality of the underlying portfolio has deterioratedsince the last rating action. Based on the July 2013 trusteereport, the weighted average rating factor is currently 2715compared to 2523 in July 2012. Despite the increase in theovercollateralization ratio of the Class D Notes, Moody'sconfirmed the rating of the Class D Notes due to deterioration inthe credit quality of the portfolio.

In taking these actions, Moody's also announced that it hadconcluded its review of its ratings on the issuer's Class C Notesand Class D Notes announced on July 15, 2013. At that time,Moody's said that it had upgraded and placed certain of theissuer's ratings on review primarily as a result of substantialdeleveraging of the senior notes and increases in OC ratiosresulting from high rates of loan collateral prepayments duringthe first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par balance of$135.2 million, defaulted par of $9.6 million, a weighted averagedefault probability of 17.61% (implying a WARF of 2687), aweighted average recovery rate upon default of 49.28%, and adiversity score of 34. The default and recovery properties of thecollateral pool are incorporated in cash flow model analysis wherethey are subject to stresses as a function of the target rating ofeach CLO liability being reviewed. The default probability isderived from the credit quality of the collateral pool and Moody'sexpectation of the remaining life of the collateral pool. Theaverage recovery rate to be realized on future defaults is basedprimarily on the seniority of the assets in the collateral pool.In each case, historical and market performance trends andcollateral manager latitude for trading the collateral are alsofactors.

Del Mar CLO I, Ltd., issued in July 2006, is a collateralized loanobligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2149)

Class A-1: 0

Class A-3: 0

Class A-3: 0

Class B: 0

Class C: +1

Class D: +3

Class E: +1

Moody's Adjusted WARF + 20% (3224)

Class A-1: 0

Class A-3: 0

Class A-3: 0

Class B: 0

Class C: -3

Class D: -1

Class E: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market andcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

According to Moody's, the rating actions taken on the notesprimarily reflect deleveraging of the senior notes and an increasein the transaction's overcollateralization ratios since the ratingaction in April 2013. Moody's notes that the Class A-1L and A-1LRNotes have been paid down by approximately 65.8%, or $163.9million, since April 2013. Based on the latest trustee report fromJuly 2013, the Senior Class A, Class A, B-1L and B-2Lovercollateralization ratios are reported at 139.9%, 121.9%,110.6%, and 103.6%, respectively, versus March 2013 levels of124.5%, 114.5%, 107.7% and 103.2%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes thatthe credit quality of the underlying portfolio has deterioratedsince the last rating action. Based on Moody's calculations, theweighted average rating factor is currently 3248 compared to 2871in March 2013.

In taking the foregoing actions, Moody's also notes that it hasconcluded its review of its ratings on the issuer's Class A-3L andB-1L Notes announced on July 15, 2013. At that time, Moody's saidthat it had upgraded and placed certain of the issuer's ratings onreview primarily as a result of substantial deleveraging of thesenior notes and increases in OC ratios resulting from high ratesof loan collateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $175.9 million, defaulted par of $5.5 million,a weighted average default probability of 22.6% (implying a WARFof 3248), a weighted average recovery rate upon default of 51.7%,and a diversity score of 51. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013. The methodology used in rating the Class C-1 CombinationNotes was "Using the Structured Note Methodology to Rate CDOCombo-Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

Moody's also notes that a material proportion of the collateralpool includes debt obligations whose credit quality has beenassessed through Moody's Credit Estimates ("CEs"). Moody'sanalysis reflects the application of certain adjustments withrespect to the default probabilities associated with CEs.Specifically, Moody's assumed an equivalent of Caa3 for assetswith CEs that were not updated within the last 15 months, whichrepresent approximately 3.5% of the collateral pool.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2598)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: 0

Class A-3L: +1

Class B-1L: +2

Class B-2L: +1

Class C-1: 0

Moody's Adjusted WARF + 20% (3897)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: 0

Class A-3L: -2

Class B-1L: -2

Class B-2L: 0

Class C-1: 0

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

3) Exposure to credit estimates: The deal is exposed to a largenumber of securities whose default probabilities are assessedthrough credit estimates. In the event that Moody's is notprovided the necessary information to update the credit estimatesin a timely fashion, the transaction may be impacted by anydefault probability adjustments Moody's may assume in lieu ofupdated credit estimates.

-- The credit enhancement provided to the rated notes through the subordination of cash flows that are payable to the subordinated notes.

-- The transaction's credit enhancement, which is sufficient to withstand the defaults applicable for the supplemental tests (not counting excess spread), and cash flow structure, which can withstand the default rate projected by Standard & Poor's CDO Evaluator model, as assessed by Standard & Poor's using the assumptions and methods outlined in its corporate collateralized debt obligation (CDO) criteria.

-- The transaction's legal structure, which is expected to be bankruptcy remote.

-- S&P's projections regarding the timely interest and ultimate principal payments on the rated notes, which it assessed using its cash flow analysis and assumptions commensurate with the assigned ratings under various interest-rate scenarios, including LIBOR ranging from 0.28%-11.57%.

-- The transaction's overcollateralization and interest coverage tests, a failure of which will lead to the diversion of interest and principal proceeds to reduce the balance of the rated notes outstanding.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

FALCON FRANCHISE: Moody's Takes Action on 4 Certs in ABS Deals--------------------------------------------------------------Moody's upgraded the ratings of two tranches and downgraded theratings of two tranches issued in two securitizations of loans tothe owners of franchised car, truck, and motorcycle dealerships.

For the Falcon 2000-1 securitization, the rating actions areprompted by an increase in credit enhancement primarily due toprepayments. Because of the sequential payment waterfall, largeprepayments allow for rapid build-up of subordination. Thesecuritization benefited from approximately $10.3 million inprepayments from the largest borrower.

As of the August 2013 distribution date for the Falcon 2000-1securitization, credit enhancement consisting of subordination andovercollateralization totaled 81% and 36% of the outstanding poolbalance for the Class D and Class E certificates, respectively.Additionally, there were no delinquent loans.

For the Falcon 2003-1 securitization, the total certificatebalance exceeded the collateral balance by approximately $38.2million as of the August 2013 distribution date. The Class A-2balance was $15.5 million while the collateral balance was $8.3million. As a result, the Class A-2 balance exceeded thecollateral balance by approximately $7.2 million or 46% of theoutstanding tranche balance. There were no delinquent loans.

The methodology is described as follows.

Moody's determines a range of loss given defaults of the non-performing obligors and also estimates future losses on theperforming portion of the collateral. In evaluating thenonperforming loans, key factors include collateral valuations andexpected recovery rates, volatility around those recovery rates,historical obligor performance, time until recovery or liquidationon defaulted obligors, concessions due to restructuring which maynegatively impact the overall cash flow of the trust and/or thecollateral, and future industry expectations.

The range of expected net losses is then evaluated against theavailable credit enhancement. Sufficiency of coverage isconsidered in light of remaining borrower concentrations andconcepts, remaining bond maturities, and economic outlook.

Moody's also considers the potential volatility associated withthe small number of remaining borrowers, seven borrowers for theFalcon 2000-1 securitization and five borrowers for the Falcon2003-1 securitization.

The primary sources of uncertainty in the performance of thesetransactions are the successfulness of workout strategies forloans requiring special servicing, as well as the currentmacroeconomic environment and its impact on the auto-dealershipindustry.

For the Falcon 2000-1 securitization, if delinquencies increase to30% of the outstanding pool balance, the tranches may bedowngraded. For the Falcon 2003-1 securitization, if the Class A-2tranche balance exceeds the collateral balance by 65% of theoutstanding tranche balance, the Class A-2 rating may be furtherdowngraded.

FIRST FRANKLIN 2006-FF16: Rights Transfer No Impact on Ratings--------------------------------------------------------------Moody's Investors Service stated that the transfer of servicingfrom Bank of America, N.A. of approximately 1,679 loans from oneRMBS transaction to Specialized Loan Servicing, LLC will not, inand of itself and at this time, result in a reduction orwithdrawal of the current ratings on the securities issued bythese transactions.

BOA requested that Moody's provide its opinion on whether theratings on the securities issued by the affected transactionswould be downgraded or withdrawn as a result of each of thetransactions having its loan servicing transferred to SLS from BOAby way of the mortgage servicing right ("MSR") sale. After the MSRsale, SLS will service and own the servicing rights to theseapproximately 1,679 loans. The transfer of these loans isscheduled for October 31, 2013.

Moody's view on the servicing transfer is based primarily on itsopinion that: i) SLS' servicing strategy will not negativelyimpact the performance of the loans in the affected transaction;ii) SLS is adequately prepared to handle the transfer andcontinued servicing of the loans in the affected transaction andiii) the low ratings of the bonds adequately reflect the expecteddefault status of the securities. SLS is assessed SQ3+ as aprimary servicer of subprime residential mortgage loans and as aspecial servicer of residential mortgage loans. BOA is assessedSQ3+ as a primary servicer of subprime residential mortgage loansand as a special servicer of residential mortgage loans.

Moody's opinion addresses only the current impact on its ratings,and it does not express an opinion as to whether the transfer ofservicing rights has or could have any other effects thatinvestors may or may not view positively.

The determination was made without regard to any applicableCertificate Insurance Policy, with respect to InsuredCertificates.

The methodology used in assessing the credit impact of theservicing transfer was "US RMBS Surveillance Methodology"published in June 2013. Other methodology includes "Moody'sMethodology For Assessing RMBS Servicer Quality (SQ)" published inJanuary 2013.

Affected Transactions:

Subprime Collateral

First Franklin Mortgage Loan Trust 2006-FF16

Moody's carries these ratings for First Franklin Mortgage LoanTrust 2006-FF16:

FIRST UNION 1999-C2: Moody's Hikes Rating on Cl. L Certs to Ba2---------------------------------------------------------------Moody's Investors Service upgraded the ratings of three classesand affirmed three classes of First Union National Bank-ChaseManhattan Bank Commercial Mortgage Trust, Commercial MortgagePass-Through Certificates, Series 1999-C2 as follows:

The upgrades are due to overall improved pool financialperformance and increased credit support due to loan payoffs andamortization.

The affirmation of Class H is due to key parameters, includingMoody's loan to value (LTV) ratio, Moody's stressed debt servicecoverage ratio (DSCR) and the Herfindahl Index (Herf), remainingwithin acceptable ranges. The rating of Class M is consistent withrealized losses from liquidated loans experienced by this class aswell as Moody's current base expected loss and thus is affirmed.The credit enhancement levels for the affirmed classes aresufficient to maintain their current ratings.

Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for rated classes could decline below thecurrent levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The rating of the IO Class, Class IO, is consistent with theexpected credit performance of its referenced classes and thus isaffirmed.

Moody's rating action reflects a base expected loss of 8.4% of thecurrent balance. At last review, Moody's base expected loss was18.0%. Realized losses have increased from 1.7% of the originalbalance to 2.0% since the prior review. Moody's base expected lossplus realized losses is now 2.4% of the original pooled balancecompared to 2.5% at last review.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September2000, and "Moody's Approach to Rating CMBS Large Loan/SingleBorrower Transactions" published in July 2000.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 2 compared to 3 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel-based Large Loan Model v 8.5 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

In rating this transaction, Moody's also used its credit-tenantlease (CTL) financing methodology approach (CTL approach) . UnderMoody's CTL approach, the rating of the CTL component is primarilybased on the senior unsecured debt rating (or the corporate familyrating) of the tenant, usually an investment grade rated company,leasing the real estate collateral supporting the bonds. Thistenant's credit rating is the key factor in determining theprobability of default on the underlying lease. The leasegenerally is "bondable", which means it is an absolute net lease,yielding fixed rent paid to the trust through a lock-box,sufficient under all circumstances to pay in full all interest andprincipal of the loan. The leased property should be owned by abankruptcy-remote, special purpose borrower, which grants a firstlien mortgage and assignment of rents to the securitization trust.The dark value of the collateral, which assumes the property isvacant or "dark", is then examined to determine a recovery rateupon a loan's default. Moody's also considers the overallstructure and legal integrity of the transaction. For deals thatinclude a pool of credit tenant loans, Moody's currently uses aGaussian copula model, incorporated in its public CDO rating modelCDOROMv2.8-9 to generate a portfolio loss distribution to assessthe ratings.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated March 14, 2013.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 96% to $46.7million from $1.2 billion at securitization. The Certificates arecollateralized by 31 mortgage loans ranging in size from less than1% to 9% of the pool. The CTL component of the pool includes 11loans, representing 31% of the pool. Fourteen loans, representing46% of the pool, have defeased and are secured by U.S. Governmentsecurities.

Six loans, representing 18% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Fifty loans have been liquidated from the pool, resulting in anaggregate realized loss of $23.8 million (18% loss severity onaverage). Currently, there are no loans in special servicing.

Moody's has assumed a high default probability for one poorlyperforming loan representing 1% of the pool and expects a minimalloss from this troubled loan.

Moody's actual and stressed conduit DSCRs are 1.14X and 3.08X,respectively, compared to 0.96X and 2.39X at last review. Moody'sactual DSCR is based on Moody's net cash flow (NCF) and the loan'sactual debt service. Moody's stressed DSCR is based on Moody's NCFand a 9.25% stressed rate applied to the loan balance.

The top two conduit exposures represent 22% of the pool. Thelargest exposure is a hotel portfolio ($6.0 million -- 12.9% ofthe pool), consisting of three cross-collateralized loans. Theloans are secured by two hotels located in Alexandria, Virginiaand one hotel located in Shreveport, Louisiana. The portfoliooriginally included six hotel loans. Two loans have previouslydefeased and the borrower prepaid one loan in June 2013. All threeloans in the portfolio are currently on the watchlist due to poorperformance of the Days Inn -- Shreveport, which had negative netoperating income (NOI) in 2011 and 2012. The remaining two hotels,a Days Inn and a Comfort Inn, are located in the Washington, DCregional market and together represent the positive year-end 2011and 2012 NOI. Portfolio performance has declined in 2012 due adecrease in revenue per available room (RevPAR) at each property,but the portfolio DSCR remains above 1.0X. The portfolio is fullyamortizing and matures in March 2020. Moody's current LTV andstressed DSCR are 63% and 2.16X, respectively, compared to 78% and1.74X at last review.

The second largest loan is the Whitehall Estates Loan ($4.1million -- 8.9% of the pool). The loan is secured by a 252-unitmultifamily property in Charlotte, North Carolina. The propertywas built in 1997 and was 94% leased as of July 2013 compared to96% at Moody's last review. The loan is fully amortizing andmatures in August 2018. Moody's current LTV and stressed DSCR are33% and 3.12X respectively, compared to 41% and 2.49X at lastreview.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the Class A Notes and anincrease in the transaction's overcollateralization ratios sincethe rating action in April 2013. Moody's notes that the Class ANotes have been paid down by approximately 79% or $91 millionsince April 2013. Based on the latest trustee report dated July 9,2013, the Class A/B, Class C, Class D, and Class Eovercollateralization ratios are reported at 165.6%, 137.4%,119.7% and 108.5%%, respectively, versus April 2013 levels of132.0%, 120.1%, 111.3% and 105.2%, respectively. Moody's notesthat the July 2013 trustee reported overcollateralization ratiosdo not include the $91 million amortization of the Class A noteson the July 15th payment date.

Notwithstanding benefits of the deleveraging, Moody's notes thatthe credit quality of the underlying portfolio has deterioratedsince the last rating action. Based on Moody's calculation, theweighted average rating factor is currently 2989 compared to 2727in April 2013.

In taking the foregoing actions, Moody's also announced that ithad concluded its review of the rating on the issuer's Class D,Class E and Class II Combination notes announced on July 15, 2013.At that time, Moody's said that it had upgraded and placed certainof the issuer's ratings on review primarily as a result ofsubstantial deleveraging of the senior notes and increases in OCratios resulting from high rates of loan collateral prepaymentsduring the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $136.0 million, defaulted par of $12.2million, a weighted average default probability of 19.05%(implying a WARF of 2989), a weighted average recovery rate upondefault of 50.4%, and a diversity score of 30. The default andrecovery properties of the collateral pool are incorporated incash flow model analysis where they are subject to stresses as afunction of the target rating of each CLO liability beingreviewed. The default probability is derived from the creditquality of the collateral pool and Moody's expectation of theremaining life of the collateral pool. The average recovery rateto be realized on future defaults is based primarily on theseniority of the assets in the collateral pool. In each case,historical and market performance trends and collateral managerlatitude for trading the collateral are also factors.

Gale Force 2 CLO, Ltd., issued in June 2006, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013. The methodology used in rating the Class II CombinationNotes was "Using the Structured Note Methodology to Rate CDOCombo-Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2391)

Class A: 0

Class B: 0

Class C: 0

Class D: +1

Class E: +2

Class II Combo: +3

Moody's Adjusted WARF + 20% (3587)

Class A: 0

Class B: 0

Class C: 0

Class D: -2

Class E: -1

Class II Combo: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

GECMC 2005-C4: Rights Transfer No Impact on Moody's Ratings-----------------------------------------------------------Moody's Investors Service was informed that the Directing Holderintends to replace LNR Partners, LLC as the Special Servicer andto appoint C-III Asset Management LLC as the successor SpecialServicer (the "Proposed Special Servicer Replacement") for the 123North Wacker Loan. The Proposed Special Servicer Replacement willbecome effective upon satisfaction of the conditions precedent setforth in the governing documents.

Moody's has reviewed the Proposed Special Servicer Replacement. Atthis time, the proposed transfer will not, in and of itself,result in a downgrade or withdrawal of the current ratings to anyclass of certificates rated by Moody's for GE Commercial MortgageCorporation Commercial Mortgage Pass-Through Certificates, Series2005-C4. Moody's ratings address only the credit risks associatedwith the proposed transfer of special servicing rights. Other non-credit risks have not been addressed, but may have significanteffect on yield and/or other payments to investors. This actionshould not be taken to imply that there will be no adverseconsequence for investors since in some cases such consequenceswill not impact the rating.

The last rating action for GECMC 2005-C4 was taken on January 25,2013. In that action, Moody's downgraded the ratings of eightclasses and affirmed ten classes of GE Commercial MortgageCorporation, Commercial Mortgage Pass-Through Certificates, Series2005-C4 as follows:

The rating of the IO Class, Class X, is consistent with theexpected credit performance of its referenced classes and thus isaffirmed. The IO class is the only outstanding Moody's rated classin this transaction.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The principal methodology used in this rating was "Moody'sApproach to Rating CMBS Large Loan/Single Borrower Transactions"published in July 2000.

Moody's review incorporated the use of the excel-based Large LoanModel v 8.5. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

Since over 90% of the pool is in special servicing, Moody's alsoutilized a loss and recovery approach in rating this deal. In thisapproach, Moody's determines a probability of default for eachspecially serviced loan and determines a most probable loss givendefault based information from the special servicer and availablemarket data. The loss given default for each loan also takes intoconsideration servicer advances to date and estimated futureadvances and closing costs. Translating the probability of defaultand loss given default into an expected loss estimate, Moody'sthen applies the aggregate loss from specially serviced loans tothe most junior classes and the recovery as a pay down ofprincipal to the most senior class.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated October 11, 2012.

Deal Performance:

As of the July 15, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 91% to $124.5million from $1.4 billion at securitization. The Certificates arecollateralized by 3 mortgage loans.

No loans are currently on the master servicer's watchlist.

Thirteen loans have been liquidated from the pool sincesecuritization, resulting in an aggregate $7.8 million loss (11%loss severity on average). An additional $0.9 million loss is aresult of a loan modification, resulting in a total certificateloss of $8.8 million.

Currently two loans, representing 93% of the pool, are in specialservicing. The largest specially serviced loan is the SeniorLiving Properties (SLP) Portfolio Loan ($112 million -- 90.0% ofthe pool), which is secured by a portfolio of 42 skilled nursingfacilities located throughout Texas. The loan was transferred tothe special servicing in October 2001 due to a decline inperformance resulting from changes in Medicare and Medicaidreimbursement rates. Although the portfolio's net cash flow hasbeen insufficient to cover operating expenses and debt servicepayments for years, the deficit was covered during the originalloan term by an insurance surety bond issued by ZC SpecialtyInsurance Company (ZC). The loan matured on February 1, 2008 andthe remaining balance of the surety bond, approximately $70.0million, was applied to reduce the outstanding balance of theloan. The portfolio originally consisted of 74 properties, but 31were liquidated in 2005 and 2006 and one additional property wasreleased in 2012. The special servicer entered into a modificationwith the borrower which converted the loan to interest onlypayments and extended the maturity date to August 2008. Thematurity has been further extended to August 2013. The remainingspecially serviced loan, representing approximately 3% of thepool, is secured by a 57,000 square foot office property locatedin Rocky Mount, North Carolina.

The master servicer has deemed both specially serviced loans non-recoverable. Moody's expects significant losses from the two loansin special servicing.

The sole performing loan is the Nickelodeon Studio Center Loan($9.3 million -- 7.5% of the pool), which is secured by a 72,000square foot office building located in the Burbank submarket ofLos Angeles, California. The property is 100% leased to ViacomInc. through January 2018. Moody's valuation of this loan is basedon a dark/lit analysis. Moody's LTV and stressed DSCR are 70% and1.54X, respectively, compared to 53% and 2.04X at last review.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The affirmations of the 10 principal classes are due to keyparameters, including Moody's loan to value (LTV) ratio, Moody'sstressed DSCR and the Herfindahl Index (Herf), remaining withinacceptable ranges. Based on Moody's current base expected loss,the credit enhancement levels for the affirmed classes aresufficient to maintain their current ratings.

The ratings of the two interest-only classes, Classes X-A and X-B,are consistent with the expected credit performance of theirreferenced classes and thus are affirmed.

Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

Moody's rating action reflects a cumulative base expected loss of2.8% of the current balance, compared to 2.4% at last review.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The principal methodology used in this rating was "Moody'sApproach to Rating Fusion U.S. CMBS Transactions" published inApril 2005.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 23, the same as at last review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated August 17, 2012.

Deal Performance:

As of the July 12, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 1% to $1.71 billionfrom $1.75 billion at securitization. The Certificates arecollateralized by 74 mortgage loans ranging in size from less than1% to 11% of the pool, with the top ten loans representing 54% ofthe pool. Three loans, representing 5% of the pool, haveinvestment grade credit assessments.

The pool does not contain any defeased or liquidated loans.Currently one loan, The Hills Loan ($15.1 million -- 1% of thepool), is in special servicing. This loan was secured by a complexof office/flex buildings located in North Richland Hills, Texas.The loan transferred to special servicing on April 29, 2013 due toimminent default. The subjects largest tenant, ATI Enterprises(44% of the GLA), defaulted and vacated the site without notice inFebruary of 2013 and the borrower has filed a lawsuit against ATI.Effective July 2, 2013, the Trust SPE took title to the propertythrough a non-judicial foreclosure. The Trust SPE was thesuccessful bidder with a credit bid of $7.5 million.

Two loans, representing 2% of the pool, is on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Moody's was provided with full year 2012 and partial year 2013operating results for 99% and 49% of the conduit, respectively.The conduit portion of the pool excludes the three loans withcredit assessments. Moody's weighted average conduit LTV is 88%,which is the same as at last review. Moody's net cash flowreflects a weighted average haircut of 11% to the most recentlyavailable net operating income. Moody's value reflects a weightedaverage capitalization rate of 9.3%.

Moody's actual and stressed conduit DSCRs are 1.62X and 1.16X,respectively, compared to 1.56X and 1.11X at last review. Moody'sactual DSCR is based on Moody's net cash flow (NCF) and the loan'sactual debt service. Moody's stressed DSCR is based on Moody's NCFand a 9.25% stressed rate applied to the loan balance.

The largest loan with a credit assessment is the Museum SquareLoan ($58.4 million -- 3% of the pool), which is secured by a553,000 square foot (SF) class B+ office located in the MiracleMile submarket of Los Angeles, California. The property was 89%leased as of March 2013 compared to 86% in March 2012. Theproperty's average occupancy over the past five years is 89%.Moody's credit assessment and stressed DSCR are Baa1 and 1.70X,respectively, compared to Baa1 and 1.73X at last review.

The other two loans with credit assessments, the ARCT Wal-Mart &Sam's Portfolio Loan and the Alhambra Renaissance Center Loan,each represent less than 1% of the pool. Both have a Baa3 creditassessment, the same as at last review.

The top three conduit loans represent 29% of the pool balance. Thelargest conduit loan is the Park Place Mall Loan ($194 million --11% of the pool), which is secured by the borrower's interest in a1.06 million SF dominant super-regional mall in Tucson, Arizona.Sears, Dillard's and Macy's anchor the mall and own their ownspaces. The largest collateral tenant is an 18-screen movietheatre. As of March 2013, total mall and in-line occupancy were97% and 96%, respectively, compared to 97% and 92% in March 2012.In-line sales for the trailing twelve months (TTM) ending March2013 were $426 PSF compared to $462 PSF for TTM March 2012.Moody's LTV and stressed DSCR are 93% and 0.99X, respectively,compared to 95% and 0.97X at last review.

The second largest conduit loan is the 1551 Broadway Loan ($180million -- 11% of the pool), which is secured by a 26,000 SFsingle tenant retail property and a 15,000 SF LED sign located inthe Bow Tie area of Manhattan's Times Square district. Theproperty and LED sign are leased to AE Outfitters, Inc. a fullyowned subsidiary of American Eagle Outfitters, Inc. throughFebruary 2024. Moody's LTV and stressed DSCR are 88% and 0.96Xcompared to 90% and 0.93X at last review.

The third largest conduit loan is the Copper Beech Portfolio Loan($117 million -- 7% of the pool), which is secured by four cross-defaulted and cross-collateralized student housing complexes inVirginia, West Virginia, Texas and Pennsylvania. The collateralconsists of 3,052 beds in 1,063 units (2.87 beds per unit onaverage). The average monthly rent is $1,362 per unit or $475 perbed as of March 2013. Moody's LTV and stressed DSCR are 86% and1.10X compared to 88% and 1.08X at last review.

The Certificates are collateralized by 84 fixed rate loans securedby 132 properties. The ratings are based on the collateral and thestructure of the transaction.

Moody's CMBS ratings methodology combines both commercial realestate and structured finance analysis. Based on commercial realestate analysis, Moody's determines the credit quality of eachmortgage loan and calculates an expected loss on a loan specificbasis. Under structured finance, the credit enhancement for eachcertificate typically depends on the expected frequency, severity,and timing of future losses. Moody's also considers a range ofqualitative issues as well as the transaction's structural andlegal aspects.

The credit risk of loans is determined primarily by two factors:1) Moody's assessment of the probability of default, which islargely driven by each loan's DSCR, and 2) Moody's assessment ofthe severity of loss upon a default, which is largely driven byeach loan's LTV ratio.

The Moody's Actual DSCR of 1.57X is greater than the 2007conduit/fusion transaction average of 1.31X. The Moody's StressedDSCR of 1.04X is greater than the 2007 conduit/fusion transactionaverage of 0.92X.

Moody's Trust LTV ratio of 102.5% is lower than the 2007conduit/fusion transaction average of 110.6%. Moody's Total LTVratio (inclusive of subordinated, mezzanine and debt-likepreferred equity financing) of 105.8% is also considered whenanalyzing various stress scenarios for the rated debt.

Moody's also grades properties on a scale of 1 to 5 (best toworst) and considers those grades when assessing the likelihood ofdebt payment. The factors considered include property age, qualityof construction, location, market, and tenancy. The pool'sweighted average property quality grade is 2.39, which is higherthan the indices calculated in most multi-borrower transactionssince 2009. The high weighted average grade is indicative of thebelow average market composition of the pool and the stability ofthe cash flows underlying the assets.

The pool's small market percentage is 29.6%, which is slightlyabove other multi-borrower deals rated by Moody's since thefinancial crisis and implies that the assets in the pool aregenerally in major markets. Properties situated in major marketstend to exhibit more cash flow and capitalization rate stabilityover time compared to assets located in smaller or tertiarymarkets.

Moody's also considers both loan level diversity and propertylevel diversity when selecting a ratings approach. With respect toloan level diversity, the pool's loan level (includes crosscollateralized and cross defaulted loans) Herfindahl Index is25.1. The transaction's loan level diversity is in-line withHerfindahl scores found in most multi-borrower transactions issuedsince 2009. With respect to property level diversity, the pool'sproperty level Herfindahl Index is 34.3. The transaction'sproperty diversity profile is in line with the indices calculatedin most multi-borrower transactions issued since 2009.

This deal has a super-senior Aaa classes with 30% creditenhancement. Although the additional enhancement offered to thesenior most certificate holders provides additional protectionagainst pool loss, the super-senior structure is credit negativefor the certificate that supports the super-senior class. If thesupport certificate were to take a loss, the loss would have thepotential to be quite large on a percentage basis. Thin tranchesneed more subordination to reduce the probability of default inrecognition that their loss-given default is higher. Thisadjustment helps keep expected loss in balance and consistentacross deals. The transaction was structured with additionalsubordination at class A-S to mitigate the potential increasedseverity to class A-S.

In terms of waterfall structure, the transaction contains a groupof exchangeable certificates. Classes A-S ((P) Aaa (sf)), B ((P)Aa3 (sf)) and C ((P) A3 (sf)) may be exchanged for Class PEZ ((P)A2 (sf)) certificates and Class PEZ may be exchanged for theClasses A-S, B and C. The PEZ certificates will be entitled toreceive the sum of interest and principal distributable on theClasses A-S, B and C certificates that are exchanged for such PEZcertificates. The initial certificate balance of the Class PEZcertificates is equal to the aggregate of the initial certificatebalances of the Class A-S, B and C and represent the maximumcertificate balance of the PEZ certificates that may be issued inan exchange.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. CMBS Conduit Transactions" published inSeptember 2000. The methodology used in rating Classes X-A and X-Bwas "Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62which derives credit enhancement levels based on an aggregation ofadjusted loan level proceeds derived from Moody's loan level DSCRand LTV ratios. Major adjustments to determining proceeds includeloan structure, property type, sponsorship, and diversity. Moody'sanalysis also uses the CMBS IO calculator ver1.1, which referencesthe following inputs to calculate the proposed IO rating based onthe published methodology: original and current bond ratings andcredit estimates; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type corresponding to an IO type as defined inthe published methodology.

The V Score for this transaction is assessed as Low/Medium, thesame as the V score assigned to the U.S. Conduit and CMBS sector.This reflects typical volatility with respect to the criticalassumptions used in the rating process as well as an averagedisclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling, and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of thecollateral used in determining the initial rating were decreasedby 5%, 14%, and 23%, the model-indicated rating for the currentlyrated Aaa Super Senior class would be Aaa, Aaa, and Aa1,respectively; for the most junior Aaa rated class A-S would beAa1, Aa2, and Aa3, respectively. Parameter Sensitivities are notintended to measure how the rating of the security might migrateover time; rather they are designed to provide a quantitativecalculation of how the initial rating might change if key inputparameters used in the initial rating process differed. Theanalysis assumes that the deal has not aged. ParameterSensitivities only reflect the ratings impact of each scenariofrom a quantitative/model-indicated standpoint. Qualitativefactors are also taken into consideration in the ratings process,so the actual ratings that would be assigned in each case couldvary from the information presented in the Parameter Sensitivityanalysis.

These ratings: (a) are based solely on information in the publicdomain and/or information communicated to Moody's by the issuer atthe date it was prepared and such information has not beenindependently verified by Moody's; (b) must be construed solely asa statement of opinion and not a statement of fact or an offer,invitation, inducement or recommendation to purchase, sell or holdany securities or otherwise act in relation to the issuer or anyother entity or in connection with any other matter. Moody's doesnot guarantee or make any representation or warranty as to thecorrectness of any information, rating or communication relatingto the issuer. Moody's shall not be liable in contract, tort,statutory duty or otherwise to the issuer or any other third partyfor any loss, injury or cost caused to the issuer or any otherthird party, in whole or in part, including by any negligence (butexcluding fraud, dishonesty and/or willful misconduct or any othertype of liability that by law cannot be excluded) on the part of,or any contingency beyond the control of Moody's, or any of itsemployees or agents, including any losses arising from or inconnection with the procurement, compilation, analysis,interpretation, communication, dissemination, or delivery of anyinformation or rating relating to the issuer.

GULF STREAM 2005-II: S&P Raises Rating on Class D Notes to BB+--------------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on the classB, C, and D notes from Gulf Stream-Compass CLO 2005-II Ltd., acollateralized loan obligation transaction currently managed byGSAM Apollo Holdings LLC, and removed them from CreditWatch withpositive implications. At the same time, S&P affirmed its ratingson the class A-1 and A-2 notes from the same transaction.

The rating actions follow S&P's performance review of Gulf Stream-Compass CLO 2005-II Ltd. and reflect the $197.4 million inpaydowns to the class A-1 and A-2 notes over the four paymentdates since S&P's October 2012 rating actions, when it raised itsratings on four classes of notes.

The class A-1 and A-2 notes have paid down to 17.9% of theiroriginal balances, leading to an increase in overcollateralizationavailable to support the notes. The transaction has benefitedfrom the receipt of principal proceeds from prepayments and salesof defaulted assets. For S&P's analysis, it observed$0.34 million in defaulted assets, down from $2.81 million notedin the September 2012 trustee report, which S&P referenced for itsOctober 2012 rating actions. S&P also observed that assets fromobligors rated in the 'CCC' category were reported at$9.03 million in July 2013, compared with $17.07 million inSeptember 2012.

"Our review of this transaction included a cash flow analysis,based on the portfolio and transaction reflected in theaforementioned trustee report, to estimate future performance. Inline with our criteria, our cash flow scenarios applied forward-looking assumptions on the expected timing and pattern of defaultsand recoveries upon default, under various interest-rate andmacroeconomic scenarios. In addition, our analysis considered thetransaction's ability to pay timely interest and ultimateprincipal to each of the rated tranches. The resultsdemonstrated, in our view, that all of the rated outstandingclasses have adequate credit enhancement available at the newrating levels," S&P said.

S&P will continue to review its ratings on the notes and assesswhether, in its view, the ratings remain consistent with thecredit enhancement available to support them, and S&P will takefurther rating actions as it deems necessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

According to Moody's the rating action taken on Class D Notes isprimarily a result of the improvement in the transaction'sovercollateralization ratios since the rating action in March2013. Moody's notes the Class B, Class C, and Class D Notescontinue to benefit from the deleveraging of the senior notes.According to the latest trustee report, dated July 2013, the ClassA/B, Class C and Class D overcollateralization ratios are reportedat 201.5%, 155.1% and 108.6%, respectively, versus February 2013levels of 146.4%, 129.4% and 106.3%, respectively.

Notwithstanding benefits of deleveraging, Moody's noted a numberof credit concerns that resulted in the rating action taken on theClass E Notes. In particular, Moody's observed a reduction in thetransaction's excess interest since the rating action in March2013. A high level of loan prepayments and collateral sales in thepast six months have reduced the amount of excess interestproceeds that can be diverted to amortize the Class E Notes incase the Class E Par Value Test is not satisfied. As a result, thecredit enhancement benefit that Class E Notes can expect toreceive from this "turbo" structural feature has declined. Inaddition, the Class E overcollateralization ratio has deterioratedsince February 2013. The Class E Par Value Test is reported at100.0% in the July 2013 trustee report compared to the February2013 level of 101.2%. Based on its calculation, Moody's also notesthat the diversity score has declined to 22 compared to 36 at thetime of the rating action in March 2013.

Moody's also announced that it has concluded its review of itsratings on the issuer's Class D Notes announced on July 15, 2013.At that time, Moody's said that it had upgraded and placed certainof the issuer's ratings on review primarily as a result ofsubstantial deleveraging of the senior notes and increases in OCratios resulting from high rates of loan collateral prepaymentsduring the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $71.9 million, defaulted par of $9.7 million,a weighted average default probability of 12.46% (implying a WARFof 2357), a weighted average recovery rate upon default of 48.39%,and a diversity score of 22. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

Harch CLO II Limited, issued in November 2005, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1886)

Class B: 0

Class C: 0

Class D: +2

Class C: +3

Moody's Adjusted WARF + 20% (2829)

Class B: 0

Class C: 0

Class D: -1

Class C: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed thedeal's sensitivity to various recovery rates assumed for currentholdings of defaulted (or assumed to be defaulted) assets,including with respect to a position in a Ca-rated securityrepresenting 2.5% of total par.

HIGHLAND CREDIT: Moody's Keeps Ba2 Ratings After Debt Amendments----------------------------------------------------------------Moody's Investors Service has determined that entry by HighlandCredit Opportunities CDO Ltd. (the "Issuer") into the AmendmentNo. 1 to Indenture Supplement dated as of August 15, 2013 thatamends the Indenture Supplement between the Issuer, HighlandCredit Opportunities CDO, Inc. as Co-issuer and The Bank of NewYork Mellon Trust Company, National Association, as Trustee datedas of November 2, 2006 (the "Amendment") and performance of theactivities contemplated therein will not in and of themselves andat this time result in the immediate withdrawal or reduction withrespect to Moody's current rating of any Class of Notes issued bythe Issuer. Moody's does not express an opinion as to whether theAmendment could have non-credit-related effects.

Moody's explained that the Amendment allows the Notes issued bythe Issuer to be redeemed pursuant to an Optional Redemption on abusiness day other than a Quarterly Payment Date. Currently, theNotes may be redeemed pursuant to an Optional Redemption on aQuarterly Payment Date. The Amendment also provides that if theNotes are redeemed pursuant to an Optional Redemption, theRedemption Price of the Class C Notes will be calculated inclusiveof interest to the Stated Maturity on November 1, 2013. Since anyOptional Redemption would be made in order of Note seniority,Moody's determined that its ratings of the Notes issued by theIssuer are unaffected by the Amendment.

The Issuer is a market value collateralized loan obligationtransaction whose Notes are backed primarily by a portfolio ofsenior secured loans.

The principal methodology used in reaching its conclusion and inmonitoring the ratings of the Notes issued by the Issuer is"Moody's Approach to Rating Market Value Collateralized LoanObligations (MV CLOs)", published in October 2011.

On November 24, 2009, Moody's upgraded its ratings on two classesof notes issued by Highland Credit Opportunities CDO Ltd.:

I-PREFERRED TERM III: A.M. Best Affirms 'b' Rating on $24MM Notes-----------------------------------------------------------------A.M. Best Co. has affirmed the debt ratings on a multi-tranchecollateralized debt obligation (CDO) co-issued by two bankruptcyremote special purpose vehicles: I-Preferred Term Securities III,Ltd. (Cayman Islands) and I-Preferred Term Securities III, Inc.(Delaware) (collectively known as I-Preferred Term Securities IIIand issuers). The outlook for all ratings is stable.

The principal balance of the rated notes are collateralized by apool of trust preferred securities, surplus notes and secondarymarket securities (collectively, the capital securities),primarily issued by small- to medium-sized insurance companies.The capital securities are pledged as security to the notes.Interest paid by the issuers of the capital securities are theprimary source of funds to pay operating expenses of the issuersand interest on the notes. Repayment of the note principal isprimarily funded from the redemption of the capital securities.

These rating actions primarily reflect: (1) the current issuercredit ratings (ICR) of the remaining issuers of the capitalsecurities and the number of terminated capital securities; (2) astress of up to 250% on the assumed marginal default rates ofinsurers (derived from Best's Idealized Default Rates ofInsurers); (3) the amount of capital securities considered to bein distress; (4) recoveries of 0% after the default of the capitalsecurities; and (5) qualitative factors such as the effect ofinterest rate pikes; subordination level associated with eachrated debt tranche; the adjacency of very high investment graderatings to very low non-investment grade ratings in thetransaction's capital structure; and the possibility thatadditional redemptions of highly-rated entities will leave lower-rated companies in the collateral pool.

The debt ratings could be upgraded or downgraded and/or theoutlook revised if there are material changes in the ICR of theremaining insurance carriers, an increase in the number ofdefaulted capital securities or significant termination of thenumber of existing capital securities.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the Class A-1 notes and anincrease in the transaction's overcollateralization ratios sinceSeptember 2012.

Moody's notes that the Class A-1 Notes have been paid down byapproximately 49.5% or $43.4 million since September 2012, due todisbursement of principal proceeds from redemptions of underlyingassets and diversion of excess interest proceeds. Since September2012, the transaction has received $40.8 million from theredemption or sale of eight assets. As a result of thisdeleveraging, the Class A-1 notes' par coverage improved to 449%based on Moody's calculation. According to the latest trusteereport dated June 28, 2013, the Senior, Class B and Class Covercollateralization ratios are reported at 209.08% (limit 128%),113.55% (limit 106%) and 106.02% (limit 103.5%), respectively,versus September 2012 levels of 168.98%, 107.09% and 101.32%,respectively. Going forward, the Class A-1 notes will continue tobenefit from the diversion of excess interest and the proceedsfrom future redemptions of any assets in the collateral pool.

Moody's also notes that the deal benefited from an improvement inthe credit quality of the underlying portfolio. Based on Moody'scalculation, the weighted average rating factor (WARF) improved to1433 compared to 1242 in Feb 2012.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, andweighted average recovery rate are based on its publishedmethodology and may be different from the trustee's reportednumbers. In its base case, Moody's analyzed the underlyingcollateral pool to have a performing par of $199 million,defaulted/deferring par of $23 million, a weighted average defaultprobability of 24.33% (implying a WARF of 1433), Moody's AssetCorrelation of 19.65%, and a weighted average recovery rate upondefault of 6.5%. In addition to the quantitative factors that areexplicitly modeled, qualitative factors are part of ratingcommittee considerations. Moody's considers the structuralprotections in the transaction, the risk of triggering an Event ofDefault, recent deal performance under current market conditions,the legal environment, and specific documentation features. Allinformation available to rating committees, includingmacroeconomic forecasts, inputs from other Moody's analyticalgroups, market factors, and judgments regarding the nature andseverity of credit stress on the transactions, may influence thefinal rating decision.

I-Preferred Term Securities IV, Ltd., issued in May 2004, is acollateralized debt obligation backed by a portfolio of insuranceand bank trust preferred securities.

The portfolio of this CDO is mainly comprised of trust preferredsecurities (TruPS) issued by small to medium sized insurancecompanies and U.S. community banks that are generally not publiclyrated by Moody's. For insurance TruPS without public ratings,Moody's relies on the assessment of Moody's Insurance team basedon the credit analysis of the underlying insurance firms' annualstatutory financial reports. To evaluate the credit quality ofbank TruPS without public ratings, Moody's uses RiskCalc model, aneconometric model developed by Moody's KMV, to derive their creditscores. Moody's evaluation of the credit risk for a majority ofbank obligors in the pool relies on FDIC financial data reportedas of Q1-2013.

The principal methodology used in this rating was "Moody'sApproach to Rating TRUP CDOs" published in May 2011. Moody's alsoevaluates the sensitivity of the rated transaction to thevolatility of the credit estimates, as described in Moody's CrossSector Rating Methodology "Updated Approach to the Usage of CreditEstimates in Rated Transactions" published in October 2009.

The transaction's portfolio was modeled using CDOROM v.2.8.9 todevelop the default distribution from which the Moody's AssetCorrelation parameter was obtained. This parameter was then usedas an input in a cash flow model using CDOEdge.

Moody's performed a number of sensitivity analyses of the resultsto certain key factors driving the ratings. Moody's analyzed thesensitivity of the model results to changes in the portfolio WARF(representing an improvement or a deterioration in the creditquality of the collateral pool), assuming that all other factorsare held equal. If the WARF is increased by 537 points from thebase case of 1433, the model-implied rating of the A-1 notes isone notch worse than the base case result.

In addition, Moody's also performed one additional sensitivityanalysis as described in the Special Comment "Sensitivity Analyseson Deferral Cures and Default Timing for Monitoring TruPS CDOs"published in August 2012. In the sensitivity analysis, Moody's ranalternative default-timing profile scenarios to reflect the lowerlikelihood of a large spike in defaults.

Summary of the impact on all rated notes (shown in terms of thenumber of notches' difference versus the current model output,where a positive difference corresponds to lower expected loss),assuming that all other factors are held equal:

Sensitivity Analysis:

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B-1: +1

Class B-2: +1

Class C: +1

Class D: +1

Moody's notes that this transaction is still subject to a highlevel of macroeconomic uncertainty although Moody's continues tohave a stable outlook on the insurance sector, other than thenegative outlook on the U.S. life insurance industry. Moody'soutlook on the banking sector has changed to stable from negative.The pace of FDIC bank failures continues to decline in 2013compared to the last four years, and some of the previouslydeferring banks have resumed interest payment on their trustpreferred securities.

INDYMAC: Moody's Takes Action on 13 Subprime RMBS Tranches----------------------------------------------------------Moody's Investors Service has confirmed the ratings of 12 tranchesand downgraded the rating of one tranche from six transactionsissued by IndyMac Home Equity Mortgage Loan Asset-Backed Trust,backed by subprime mortgage loans.

The cash flow models used in the previous rating actions for thesetransactions had incorrectly applied separate interest andprincipal waterfalls. In the impacted deals, all collectedprincipal and interest is now commingled into one paymentwaterfall to pay all interest due on bonds first, and then to payprincipal in accordance with the Pooling and Servicing Agreement.With the commingling of funds, principal proceeds can be used topay accrued interest, which could result in reduced principalrecovery for the bonds outstanding. Due to the discovery of theseerrors, these tranches were placed on review on May 14, 2013. Theerrors have now been corrected, and these rating actions reflectthe changes.

The principal methodology used in these ratings was "US RMBSSurveillance Methodology" published in June 2013.

The primary sources of assumption uncertainty are Moody's centralmacroeconomic forecast and performance volatility as a result ofservicer-related activity such as modifications. The unemploymentrate fell from 8.2% in July 2012 to 7.4% in July 2013. Moody'sforecasts an unemployment central range of 7.0% to 8.0% for 2013.Moody's expects housing prices to continue to rise in 2013.Performance of RMBS continues to remain highly dependent onservicer activity such as modification-related principalforgiveness and interest rate reductions. Any change resultingfrom servicing transfers or other policy or regulatory change canalso impact the performance of these transactions.

The ratings are based on information provided by the issuer as ofJuly 26, 2013. Fitch does not rate the $41,620,829 class NR or the$77,499,829 class X-C.

The certificates represent the beneficial ownership in the trust,primary assets of which are 45 loans secured by 89 commercialproperties having an aggregate principal balance of approximately$1.148 billion as of the cutoff date. The loans were contributedto the trust by JPMorgan Chase Bank, National Association andBarclays Bank PLC.

Fitch reviewed a comprehensive sample of the transaction'scollateral, including site inspections on 71.5% of the propertiesby balance, cash flow analysis of 87.8%, and asset summary reviewson 87.8% of the pool.

The transaction has a Fitch stressed debt service coverage ratio(DSCR) of 1.28x, a Fitch stressed loan-to-value (LTV) of 99.8%,and a Fitch debt yield of 9.33%. Fitch's aggregate net cash flowrepresents a variance of 5.72% to issuer cash flows.

Key Rating Drivers

Pool Concentration: The pool is more concentrated by loan size andsponsor than average transactions from 2013, as evidenced by aloan concentration index (LCI) of 484 and sponsor concentrationindex (SCI) of 486. Also, the top 10 loans represent 61.4% of thepool, which is higher than for 2013 transactions (at 54.3%).

High Retail Concentration: Retail properties represent the largestconcentration at 43.3% of the pool. This is higher than the 2012and 2013 average retail concentration of 35.9% and 31.6%,respectively. The next largest property type concentrations arefor hotel (14.7%), mixed use (14.1%), office (12.0%) andindustrial (11.1%).

Fitch Leverage: The transaction trust leverage is in line with theaverage across 2013 conduit transactions, with a Fitch DSCR of1.28x and Fitch LTV of 99.8%. The average DSCR and LTV for 2013transactions are 1.36x and 99.8%, respectively.

Single-Tenant Properties/Increased Refinance Risk: Properties withsingle or multiple but related tenants comprise 16.9% of the pool,including two of the top 11 loans. Tenants occupying the twolarger loans have leases expiring during the term, creatingincreased refinance risk.

Rating Sensitivities

Fitch performed two model-based break-even analyses to determinethe level of cash flow and value deterioration the pool couldwithstand prior to $1 of loss being experienced by the 'BBB-sf'and 'AAAsf' rated classes. Fitch found that the JPMCC 2013-C14pool could withstand a 47.95% decline in value (based on appraisedvalues at issuance) and an approximately 34.06% decrease to themost recent actual cash flow prior to experiencing $1 of loss tothe 'BBB-sf' rated class. Additionally, Fitch found that the poolcould withstand a 51.49% decline in value and an approximately38.55% decrease in the most recent actual cash flow prior toexperiencing $1 of loss to any 'AAAsf' rated class.

Key Rating Drivers and Rating Sensitivities are further describedin the accompanying pre-sale report.

The Master Servicer and Special Servicer will be Midland LoanServices, Inc., rated 'CMS1' and 'CSS1', respectively, by Fitch.

The Certificates are collateralized by 45 fixed rate loans securedby 89 properties. The ratings are based on the collateral and thestructure of the transaction.

Moody's CMBS ratings methodology combines both commercial realestate and structured finance analysis. Based on commercial realestate analysis, Moody's determines the credit quality of eachmortgage loan and calculates an expected loss on a loan specificbasis. Under structured finance, the credit enhancement for eachcertificate typically depends on the expected frequency, severity,and timing of future losses. Moody's also considers a range ofqualitative issues as well as the transaction's structural andlegal aspects.

The credit risk of loans is determined primarily by two factors:1) Moody's assessment of the probability of default, which islargely driven by each loan's DSCR; and 2) Moody's assessment ofthe severity of loss upon a default, which is largely driven byeach loan's LTV ratio.

The Moody's Actual DSCR of 1.59X is greater than the 2007conduit/fusion transaction average of 1.31X. The Moody's StressedDSCR of 1.02X is greater than the 2007 conduit/fusion transactionaverage of 0.92X.

Moody's Trust LTV ratio of 103.3% is lower than the 2007conduit/fusion transaction average of 110.6%.

Moody's also considers both loan level diversity and propertylevel diversity when selecting a ratings approach. With respect toloan level diversity, the pool's loan level (includes crosscollateralized and cross defaulted loans) Herfindahl Index is20.7, which is slightly below the Herfindahl scores found in mostmulti-borrower transactions issued since 2009. With respect toproperty level diversity, the pool's property level HerfindahlIndex is 27.1, which is in-line with the indices calculated inmost multi-borrower transactions issued since 2009.

Moody's grades properties on a scale of 1 to 5 (best to worst) andconsiders those grades when assessing the likelihood of debtpayment. The factors considered include property age, quality ofconstruction, location, market, and tenancy. The pool's weightedaverage property quality grade is 2.38, which is slightly weakerthan the indices calculated in most multi-borrower transactionssince 2009.

This deal is structured with a super-senior Aaa class having 30%credit enhancement. Although the additional enhancement offered tothe senior most certificate holders provides additional protectionagainst pool loss, the super-senior structure is credit negativefor the certificate that supports the super-senior class. If thesupport certificate were to take a loss, the loss would have thepotential to be quite large on a percentage basis. Thin tranchesneed more subordination to reduce the probability of default inrecognition that their loss-given default is higher. Thisadjustment helps keep expected loss in balance and consistentacross deals. The transaction was structured with additionalsubordination at class A-S to mitigate the potential increasedseverity to class A-S.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. CMBS Conduit Transactions" published inSeptember 2000. The methodology used in rating Class X-A was"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62which derives credit enhancement levels based on an aggregation ofadjusted loan level proceeds derived from Moody's loan level DSCRand LTV ratios. Major adjustments to determining proceeds includeloan structure, property type, sponsorship, and diversity. Moody'sanalysis also uses the CMBS IO calculator ver_1.1, whichreferences the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology.

The V Score for this transaction is assessed as Low/Medium, thesame as the V score assigned to the U.S. Conduit and CMBS sector.This reflects typical volatility with respect to the criticalassumptions used in the rating process as well as an averagedisclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling, and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of thecollateral used in determining the initial rating were decreasedby 5%, 15%, and 23%, the model-indicated rating for the currentlyrated Aaa Super Senior class would be (Aaa (sf)), (Aaa (sf)), and(Aa1 (sf)), respectively; for the most junior Aaa rated class A-Swould be (Aa1 (sf)), (Aa2 (sf)), and (A1 (sf)), respectively.Parameter Sensitivities are not intended to measure how the ratingof the security might migrate over time; rather they are designedto provide a quantitative calculation of how the initial ratingmight change if key input parameters used in the initial ratingprocess differed. The analysis assumes that the deal has not aged.Parameter Sensitivities only reflect the ratings impact of eachscenario from a quantitative/model-indicated standpoint.Qualitative factors are also taken into consideration in theratings process, so the actual ratings that would be assigned ineach case could vary from the information presented in theParameter Sensitivity analysis.

The affirmations of the six investment grade principal andinterest classes are due to stable credit support from pay downsand amortization. The affirmations of the nine below investmentgrade principal and interest classes are due to Moody's expectedloss remaining in line with last review.

The affirmations of the two IO Classes, Class XCL and XCP, are dueto the indicated WARF for their reference classes.

Moody's rating action reflects a base expected loss of 7.6% of thecurrent balance, the same as at last review. Moody's base expectedloss plus realized losses is now 9.4% of the original pooledbalance compared to 9.3% at last review. Depending on the timingof loan payoffs and the severity and timing of losses fromspecially serviced loans, the credit enhancement level for ratedclasses could decline below the current levels. If futureperformance materially declines, the expected level of creditenhancement and the priority in the cash flow waterfall may beinsufficient for the current ratings of these classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005, and"Moody's Approach to Rating CMBS Large Loan/Single BorrowerTransactions" published in July 2000.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a pay down analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 16, the same as at last review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel-based Large Loan Model v 8.5 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated August 30, 2012.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 19% to $2.5 billionfrom $3.0 billion at securitization. The Certificates arecollateralized by 134 mortgage loans ranging in size from lessthan 1% to 16% of the pool, with the top ten loans representing61% of the pool. One loan, representing 0.7% of the pool, hasdefeased and is secured by U.S. Government securities. Threeloans, representing 3.5% of the pool, have investment grade creditassessments.

Forty-four loans, representing 39% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Twenty-one loans have been liquidated from the pool, resulting inan aggregate realized loss of $101.0 million (44% loss severity onaverage). Ten loans, representing 4% of the pool, are currently inspecial servicing. The largest specially serviced loan is theLeCraw Portfolio Loan ($44.3 million -- 1.8% of the pool), whichis currently secured by one apartment property located in Georgia.The loan was originally secured by five properties, however, twoproperties were sold in April 2012 and two properties were sold inAugust 2012 with the proceeds from all four sales being passedthrough to the trust. The special servicer has indicated that itwill begin marketing the fifth and final property. Certificatelosses will not be realized until the last property in theportfolio is sold. The remaining nine specially serviced loans aresecured by a mix of property types. Moody's estimates an aggregate$59.2 million loss for the specially serviced loans (63% expectedloss on average).

Moody's has assumed a high default probability for 26 poorlyperforming loans representing 22% of the pool and has estimated anaggregate $80.1 million loss (15% expected loss on average) fromthese troubled loans.

Moody's was provided with full year 2012 and partial year 2013operating results for 99% and 15%, respectively, of the pool'snon-specially serviced and non-defeased loans, Excluding speciallyserviced and troubled loans, Moody's weighted average LTV is 94%compared to 103% at Moody's prior review. Moody's net cash flowreflects a weighted average haircut of 4% to the most recentlyavailable net operating income. Moody's value reflects a weightedaverage capitalization rate of 8.8%.

Excluding special serviced and troubled loans, Moody's actual andstressed DSCRs are 1.36X and 1.03X, respectively, compared to1.32X and 0.97X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The largest loan with a credit assessment is the Park SquareBuilding Loan ($71.2 million -- 2.9% of the pool), which issecured by a 495,708 square foot (SF) Class A office buildinglocated in the Back Bay submarket of Boston, Massachusetts. Thelargest tenant is First Marblehead Corp. (27% of the net rentablearea (NRA); lease expiration April 2014). As of March 2013 theproperty was 80% leased compared to 93% at last review.Performance had declined due to lower occupancy but recent leasingactivity will bolster future occupancy. Moody's current creditassessment and stressed DSCR are Baa3 and 1.41X, respectively,compared to Baa3 and 1.39X at last review.

The remaining two loans with credit assessments comprise 0.6% ofthe pool. The Naples Walk I, II, & III Loan ($9.1 million -- 0.4%)is secured by a 126,490 SF retail anchored property located inNaples, Florida. The property was 88% leased as of December 2012compared to 80% in December 2011. Recent leasing activity willbolster financial performance. Its current credit assessment andstressed DSCR are Baa2 and 1.57X compared to Baa2 and 1.55X atlast review.

The 1155 Avenue of the Americas Loan ($3.9 million -- 0.2%) is apari-passu interest in a $34.9 million first mortgage loan securedby a 739,261 SF office property located in Manhattan, New York.Based on improved financial performance, its credit assessment andstressed DSCR are Aa1 and 4.0X, respectively, compared to Aa2 and3.12X at last review.

The top three conduit loans represent 37.3% of the pool. The 1211Avenue of the Americas Loan ($400.0 million -- 15.8%), which is apari-passu interest in a $675.0 million first mortgage loan, issecured by 1.9 million SF Class A office property built in 1973,renovated in 2006 and located in midtown Manhattan, New York. Thelargest tenants are News America Publishing Inc. (55% of the NRA;lease expiration November 2020) and Ropes & Gray LLP (14% of theNRA; lease expiration March 2027). The building was 89% leased asof March 2013 compared to 91% leased as of March 2012 and 99% atsecuritization. Property performance declined from prior reviewdue to a decrease in base rent and expense reimbursements. Theloan is interest-only during its entire 10-year term maturing inSeptember 2016. Moody's LTV and stressed DSCR are 80% and 1.12X,respectively, compared to 79% and 1.14X at last review.

The second largest loan is the 125 High Street Loan ($340.0million -- 13.8%), which is secured by a 1.5 million SF Class Aoffice building and parking garage located in downtown Boston,Massachusetts. The property was 75% leased in June 2013 comparedto 81% at last review. The loan is interest only throughout itsentire 10-year term maturing in August 2016. Performance hasdeclined since last review due to lower occupancy. However, theborrower has recently executed a new lease for 11% of the NRA andthe tenant is expected to take possession during the secondquarter of 2013. Moody's LTV and stressed DSCR are 92% and 0.97X,respectively, compared to 96% and 0.93X at last review.

The third largest loan is The Shops at Las Americas Loan ($179.7million -- 7.3%), which is secured by a 561,426 SF outlet malllocated in San Diego, California. The mall's major tenants includeNike Factory Store, Old Navy and the Gap Outlet. The property was99% leased as of December 2012 compared to 94% leased as of June2012. Property performance has improved in concert with occupancy.The loan is now amortizing on a 360-month schedule and matures inJune 2016. Moody's LTV and stressed DSCR are 85% and 1.12X,respectively, compared to 99% and 0.96X at last review.

The downgrades are due primarily to higher expected losses fromspecially-serviced and troubled loans. A major driver of thedowngrades is the declining performance of Eastpoint Mall, astruggling regional mall in Baltimore, Maryland, which presents aconcentrated, and potentially high-impact risk to the pool.Eastpoint Mall, an REO property held by the servicer on behalf ofthe trust.

The upgrades of the rake bond classes FTH1, FTH2, FTH3, and FTH4are driven by an improvement in credit quality of the underlyingloan, 623 Fifth Avenue.

The affirmations of the P&I classes A1 through C are due to keyparameters, including Moody's loan-to-value (LTV) ratio, Moody'sstressed debt service coverage ratio (DSCR) and the HerfindahlIndex (Herf), remaining within acceptable ranges. Based on Moody'scurrent base expected loss, the credit enhancement levels for theaffirmed classes are sufficient to maintain their current ratings.

The affirmations of the C-rated classes are due to Moody'sexpected loss remaining within a range commensurate with the in-place rating.

The rating of the IO Class, Class X-CL, is consistent with theexpected credit performance of its referenced classes and thus isaffirmed.

Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The principal methodology used in this rating was "Moody'sApproach to Rating Fusion U.S. CMBS Transactions" published inApril 2005.

Moody's review incorporated the use of the Excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a pay down analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade underlying ratings ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the underlying ratinglevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 27, compared to a Herf of 28 at Moody's priorreview.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated August 16, 2012.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 22% to $1.35billion from $1.74 billion at securitization. The total pooledbalance, excluding rake bonds, was $1.31 billion as of the mostrecent distribution date. The Certificates are collateralized by100 mortgage loans ranging in size from less than 1% to 11% of thepool, with the top ten loans (excluding defeasance) representing50% of the pool. The pool includes two loans with investment-gradecredit assessments, representing 11% of the pool. One loan,representing less than 1% of the pool, is defeased and iscollateralized by U.S. Government securities.

Thirty-five loans, representing 29% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Sixteen loans have liquidated from the pool, contributing to anaggregate realized loss to the trust of $48 million. Loans thatwere liquidated from the pool averaged a 21% loss severity.Currently, six loans, representing 13% of the pool, are in specialservicing. The largest specially serviced asset is the EastpointMall Loan ($89 million -- 7% of the pool). The loan, which becameREO in August 2012, is secured by a 677,000 square-foot portion ofan 844,000 square foot regional mall in Baltimore, Maryland.Originally constructed as an open-air center in the 1950s, themall is now enclosed, and counts as its anchors Sears, Burlington,Value City Furniture, and JC Penney. The JC Penney space is notpart of the loan collateral. The mall has suffered steady declinesin performance in recent years, with inline occupancy dropping to45% as of July 2013 reporting. The mall includes severaloutparcels, which are 70% leased. Several key, national, inlineretailers have leases up for renewal in 2014. Jones Lang LaSalleis managing and leasing the property.

The second loan in special servicing is the Time Hotel Loan ($54million -- 4% of the pool), which is secured by a leaseholdinterest in a 193-room hotel in Midtown Manhattan. The loantransferred to special servicing on January 30, 2012 for imminentdefault. Foreclosure was filed on July 13, 2012, and a foreclosuresale is being scheduled. Trailing-twelve month occupancy for June2013 was 89%, higher than the hotel's competitive set, and higherthan the New York City average. Nevertheless, this figurerepresented a decline on the prior year's performance and thehotel has experienced steady declines in net operating incomesince 2010.

Moody's has assumed a high default probability for twelve poorly-performing loans representing 15% of the pool. Moody's analysisattributes to these troubled loans an aggregate $33 million loss(17% expected loss severity based on a 50% probability default).

Moody's was provided with full-year 2012 and partial year 2013operating results for 97% and 39% of the performing pool,respectively. Excluding troubled and specially-serviced loans,Moody's weighted average LTV is 91%, compared to 100% at last fullreview. Moody's net cash flow reflects a weighted average haircutof 10.1% to the most recently available net operating income.Moody's value reflects a weighted average capitalization rate of8.8%.

Excluding troubled and specially-serviced loans, Moody's actualand stressed DSCRs are 1.43X and 1.11X, respectively, compared to1.37X and 1.03X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The largest loan with a credit assessment is the Station Place IILoan ($97 million -- 7% of the pool), which is secured by a ClassA, built-to-suit office property in the Capitol Hill section ofWashington, DC. The property is directly adjacent to Washington'sUnion Station and enjoys a direct pedestrian connection to thestation concourse. The property is 100% leased to the UnitedStates Securities and Exchange Commission through January 2020.The loan's anticipated repayment date is in February 2016. Theloan sponsor is a joint venture between the Louis Dreyfus PropertyGroup and Fisher Brothers. Moody's credit assessment and stressedDSCR are A3 and 1.05X, respectively, compared to A3 and 1.03X atlast review.

The second-largest loan with a credit assessment is the 623 FifthAvenue Loan ($52 million -- 4% of the pool), which is secured byan office tower in Midtown Manhattan. The property was 94% leasedas of year-end 2012 reporting, up from 85% leased the prior year.The largest tenants include UBS Securities, Doral FinancialCorporation, and Depfa Bank, with the largest tenant, UBS,occupying 12% of the property's net rentable area (NRA). Theproperty is also encumbered by a $35.8 million subordinate, non-pooled, B-Note which is held in the trust and secures rake classesFTH-1, FTH-2, FTH-3, FTH-4 and FTH-5. Both the A-Note and the B-Note benefit from amortization. Moody's current credit assessmentand stressed DSCR are A1 and 1.97X, respectively, compared to A2and 1.89X at last review.

The top three performing conduit loans represent 20% of the pool.The largest loan is the 888 Seventh Avenue Loan ($146 million --11% of the pool), which represents a participation interest in a$292 million senior mortgage loan. The loan is secured by theleasehold interest in a 46-story, 908,000 square foot officeproperty in Midtown Manhattan near Central Park. The property was95% leased as of year-end 2012 reporting, compared to 91% leasedas of March 2012. New leases at the property include the second-largest tenant TPG Axon, which occupies 9% of property NRA throughMarch 2022. Property performance has improved substantially sincesecuritization, mirroring improvements in Manhattan's West Sideoffice submarket in recent years. The property serves as theheadquarters for the loan sponsor, Vornado Realty Trust. Moody'scurrent LTV and stressed DSCR are 80% and 1.16X, respectively,compared to 81% and 1.14X at last review.

The second-largest loan is the Marriott Hotel -- Orlando AirportLoan ($57 million -- 4% of the pool), which is secured by a 486-room full-service hotel in Orlando, Florida. The loan has been onthe watchlist for low DSCR since May 2011. The hotel's financialperformance has improved slightly for the last two years, but haslagged gains experienced in the larger Orlando hotel sector overthe same period. 2012 ADR at the subject property was up to $104from $97 in 2010, however occupancy dropped slightly over the sameperiod, to 72% from 73%. The loan sponsor is Diamond RockHospitality Company. Moody's has identified this as a troubledloan. Moody's current LTV and stressed DSCR are 137% and 0.85X,respectively, compared to 126% and 0.92X at last review.

The third-largest loan is the 1 Allen Bradley Drive Loan ($53million -- 4% of the pool). The loan is secured by a 462,000square foot office property in Mayfield Heights, Ohio. Theproperty is 100% leased to Rockwell Automation, Inc. (Moody'ssenior unsecured rating A3, stable outlook) until November 2020.Moody's current LTV and stressed DSCR are 120% and, 0.81Xrespectively, compared to 139% and 0.70X at last review.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios,particularly since October 2012. Moody's notes that the Class A-1-A Notes have been paid down by approximately 71% or $212 millionsince January 2013. Based on the latest trustee report dated July3, 2013 the Class A/B, Class C, Class D, and Class Eovercollateralization ratios are reported at 134.41%, 122.6%,112.52%, and 105.82%, respectively, versus July 2012 levels of122.89%, 115.67%, 109.13%, and 104.58%, respectively. The July 3,2013 trustee-reported OC ratios do not reflect the July 15 paymentdistribution, when $74.3 million of principal proceeds were usedto pay down the Class A-1-A Notes. In taking the foregoingactions, Moody's also announced that it had concluded its reviewof its ratings on the issuer's Class C Notes and Class D notesannounced on July 15, 2013. At that time, Moody's said that it hadupgraded and placed certain of the issuer's ratings on reviewprimarily as a result of substantial deleveraging of the seniornotes and increases in OC ratios resulting from high rates of loancollateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $266.4 million, no defaulted par, a weightedaverage default probability of 16.42% (implying a WARF of 2587), aweighted average recovery rate upon default of 51.73%, and adiversity score of 47. The default and recovery properties of thecollateral pool are incorporated in cash flow model analysis wherethey are subject to stresses as a function of the target rating ofeach CLO liability being reviewed. The default probability isderived from the credit quality of the collateral pool and Moody'sexpectation of the remaining life of the collateral pool. Theaverage recovery rate to be realized on future defaults is basedprimarily on the seniority of the assets in the collateral pool.In each case, historical and market performance trends andcollateral manager latitude for trading the collateral are alsofactors.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2070)

Class A-1-A: 0

Class A-1-B: 0

Class B: 0

Class C: +1

Class D: +3

Class E: +1

Moody's Adjusted WARF + 20% (3104)

Class A-1-A: 0

Class A-1-B: 0

Class B: 0

Class C: -2

Class D: -2

Class E: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

Moody's issues provisional ratings in advance of the final sale offinancial instruments, but these ratings only represent Moody'spreliminary credit opinions. Upon a conclusive review of atransaction and associated documentation, Moody's will endeavor toassign definitive ratings. A definitive rating (if any) may differfrom a provisional rating.

Ratings Rationale:

Moody's provisional ratings of the notes address the expectedlosses posed to noteholders. The provisional ratings reflect therisks due to defaults on the underlying portfolio of loans, thetransaction's legal structure, and the characteristics of theunderlying assets.

Madison Park XI is a managed cash flow CLO. The issued notes willbe collateralized primarily by broadly syndicated first liensenior secured corporate loans. At least 90% of the portfolio mustbe invested in senior secured loans (including participationinterests with respect to senior secured loans) and up to 10% ofthe portfolio may consist of second lien loans, bonds, unsecuredloans and senior secured floating rate notes. The underlyingcollateral pool is expected to be approximately 60% ramped as ofthe closing date.

Credit Suisse Asset Management, LLC will direct the selection,acquisition and disposition of collateral on behalf of the Issuerand may engage in trading activity, including discretionarytrading, during the transaction's four year reinvestment period.Thereafter, purchases are permitted using principal proceeds fromunscheduled principal payments and proceeds from sales of creditrisk obligations, and are subject to certain restrictions.

In addition to the notes rated by Moody's, the Issuer will issueone additional tranche of subordinated notes. The transactionincorporates interest and par coverage tests which, if triggered,divert interest and principal proceeds to pay down the notes insequential order of priority.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

For modeling purposes, Moody's used the following base-caseassumptions:

Par amount of $500,000,000

Diversity of 50

WARF of 2500

Weighted Average Spread of 3.70%

Weighted Average Coupon of 7.50%

Weighted Average Recovery Rate of 43%

Weighted Average Life of 8 years

The notes' performance is subject to uncertainty. The notes'performance is sensitive to the performance of the underlyingportfolio, which in turn depends on economic and credit conditionsthat may change. The Manager's investment decisions and managementof the transaction will also affect the notes' performance.

Together with the set of modeling assumptions, Moody's conductedan additional sensitivity analysis, which was an importantcomponent in determining the ratings assigned to the notes. Thissensitivity analysis includes increased default probabilityrelative to the base case.

Summary of the impact of an increase in default probability(expressed in terms of WARF level) on the notes (shown in terms ofthe number of notch difference versus the current model output,whereby a negative difference corresponds to higher expectedlosses), assuming that all other factors are held equal:

Percentage Change in WARF Impact in Rating Notches

WARF + 15% (2500 to 2875)

Class A-1A Notes: 0

Class A-1B Notes: -1

Class A-2 Notes: 0

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

WARF + 30% (2500 to 3250)

Class A-1A Notes: 0

Class A-1B Notes: -1

Class A-2 Notes: -1

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1

Class F Notes: -2

The V Score for this transaction is Medium/High. This V Score hasbeen assigned in a manner similar to the Medium/High V Scoreassigned for the global cash flow CLO sector, as described in thespecial report titled "V Scores and Parameter Sensitivities in theGlobal Cash Flow CLO Sector," dated July 6, 2009.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling and the transaction governance thatunderlie the ratings. V Scores apply to the entire transactionrather than individual tranches.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios sincethe rating action in April 2013. Moody's notes that the Class A-1LNotes and Class A-1LV Notes have been paid down by approximately31.9% or $96.7 million since the last rating action. Based on thelatest trustee report dated July 10, 2013, the Senior Class A,Class A, Class B-1L and Class B-2L overcollateralization ratiosare reported at 131.4%, 118.6%, 110.3% and 103.1%, respectively,versus April 2013 levels of 121.9%, 113.3%,107.4% and 102.2%,respectively.

In taking the foregoing actions, Moody's also announced that ithad concluded its review of its ratings on the issuer's Class A-3LNotes and Class B-1L Notes announced on July 15, 2013. At thattime, Moody's said that it had upgraded and placed certain of theissuer's ratings on review primarily as a result of substantialdeleveraging of the senior notes and increases in OC ratiosresulting from high rates of loan collateral prepayments duringthe first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $302.8 million, defaulted par of $7.0 million,a weighted average default probability of 17.79% (implying a WARFof 2677), a weighted average recovery rate upon default of 51.16%,and a diversity score of 49. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

Mayport CLO Ltd., issued in December 2006, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2141)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: +2

Class B-1L: +3

Class B-2L: +1

Moody's Adjusted WARF + 20% (3212)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: -2

Class B-1L: -1

Class B-2L: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market andcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

The downgrades are a result of a greater certainty of expectedlosses and eroding credit enhancement since Fitch's last ratingaction. Fitch modeled losses of 5.9% of the remaining pool;expected losses on the original pool balance total 12.3%,including $236.6 million (8.4% of the original pool balance) inrealized losses to date. Fitch has designated 47 loans (17.4%) asFitch Loans of Concern, which includes 12 specially servicedassets (6.9%).

As of the July 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 32.5% to $1.91 billion from$2.83 billion at issuance. Per the servicer reporting, one loan(0.1% of the pool) is defeased. Interest shortfalls are currentlyaffecting classes E through S.

The largest contributor to expected losses is the specially-serviced Harbour Centre loan (2.7% of the pool), which is securedby a 217,056 square foot office property located in Aventura, FL,northeast of Miami International Airport. The loan was transferredto special servicing for the second time in June 2013 due tomonetary default regarding the deferred interest due. The DSCR perthe March 31, 2013 analysis was 0.73x and decreased compared tothe same period in the prior year of 0.93x. As of March 2013 theproperty was 88.86% occupied with average rent at $25 per squarefoot (psf). There is 26% rollover in 2014. The special servicerhas ordered an updated appraisal which has not been received yet.

The next largest contributor to expected losses is the specially-serviced Meridian Plaza loan (1.4%), which is secured by a 305,122sf office building located in Carmel, IN and renovated in 2002.The loan was transferred to special servicing in January 2012 dueto imminent monetary default. The property suffered declines inoccupancy due to several tenant vacancies during 2010 and 2011.The loan was cash managed, but due to decreased occupancy theproperty was unable to generate enough income to cover operatingexpenses and debt service. A Receiver was appointed to theproperty in August 2012. The foreclosure sale was temporarilypostponed. However, the special servicer continues to pursueforeclosure.

Rating Sensitivity

Rating Outlooks on classes A-1A, A-B, and A-4 remain Stable due tosufficient credit enhancement and continued paydown. RatingOutlooks on classes A-M and A-MFX remain Negative due to severalof the larger loans in the pool with high Fitch LTVs and upcominglease rollover.

The class A-1, A-2, A-NM and A-3 certificates have paid in full.Fitch does not rate the class O, P, Q and S certificates. Fitchpreviously withdrew the ratings on the interest-only class X-1, X-2, X-W and A-MFL certificates.

The affirmations of the investment grade P&I classes are due tokey parameters, including Moody's loan to value (LTV) ratio,Moody's stressed debt service coverage ratio (DSCR) and theHerfindahl Index (Herf), remaining within acceptable ranges. Theratings of the below-investment grade P&I classes are consistentwith Moody's expected loss and thus are affirmed. Based on Moody'scurrent base expected loss, the credit enhancement levels for theaffirmed classes are sufficient to maintain their current ratings.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the credit supportfor the principal classes could decline below their currentlevels. If future performance materially declines, credit supportmay be insufficient to support the current ratings.

The rating of the interest-only class is consistent with thecredit performance of its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 8.2% of thecurrent balance compared to 9.0% at Moody's prior full review.Moody's base expected loss plus realized losses is now 9.2% of theoriginal pooled balance compared to 9.6% at last review.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. CMBS Conduit Transactions" published inSeptember 2000.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 24 compared to 27 at Moody's prior full review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's last review and fulltransaction review are summarized in press releases dated August23, 2012.

Deal Performance:

As of the July 12, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 23% to $1.87billion from $2.4 billion at securitization. The Certificates arecollateralized by 142 mortgage loans ranging in size from lessthan 1% to 12% of the pool, with the top ten loans representing53% of the pool.

Forty-one loans, representing 28% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Twenty loans have been liquidated from the pool, resulting in anaggregate realized loss of $67.1 million (22% loss severity onaverage). However, excluding two loans that liquidated with lessthan a 2.0% loss severity, the pool's average loss severity is51.2%. Currently, nine loans, representing 3.2% of the pool, arein special servicing. The largest specially serviced loan is theEast Bay Retail Loan ($20.0 million -- 1.1% of the pool), which issecured by 177,000 square foot (SF) retail property in Provo,Utah. The loan transferred to special servicing in October 2011due to imminent default. A loan modification was approved inFebruary 2013; however, the Borrower has defaulted on the post-modification obligations. As of March 2013, the property was 74%leased. Moody's estimates an aggregate $26.1 million loss for thespecially serviced loans (43% expected loss on average).

Moody's has assumed a high default probability for 17 poorlyperforming loans, representing 17% of the pool, and has estimatedan aggregate $71.1 million loss (22% expected loss based on a 50%probability default) from these troubled loans.

Moody's was provided with full year 2011 and 2012 operatingresults for 90% and 97% of the pool's non-specially servicedloans, respectively. Excluding specially serviced and troubledloans, Moody's weighted average LTV is 107% compared to 108% atMoody's prior review. Moody's net cash flow reflects a weightedaverage haircut of 11% to the most recently available netoperating income. Moody's value reflects a weighted averagecapitalization rate of 9.4%.

Excluding special serviced and troubled loans, Moody's actual andstressed DSCRs are 1.44X and 0.99X, respectively, compared to1.47X and 0.98X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The top three performing loans represent 28% of the pool. Thelargest loan is the One Seaport Plaza Loan ($225.0 million --12.0% of the pool), which is secured by a 1.0 million square footClass A office building located in one block away from the SouthStreet Seaport in Manhattan's Financial District. The loan isinterest only for the entire term and matures in 2017.Additionally, there is a $15.0 million B-note held outside thetrust. As of July 2013, the property was 93% leased compared to98% at last review. The largest tenants are Wells Fargo (44% ofthe net rentable area (NRA); lease expiration in December 2014;AON Corporation (19% of the NRA; lease expiration in September2018) and The Legal Aid Society (11% of the NRA; lease expirationin October 2023). Prior to securitization, Wells Fargo sub-leasedits space to multiple tenants. The Borrower is actively marketingthe current vacant space and working to convert the sub-lessees todirect tenants. The sponsor is Jack Resnick & Sons, the property'sdeveloper and owner. Moody's LTV and stressed DSCR are 89% and1.06X, respectively, compared to 83% and 1.14X at last review.

The second largest loan is the 525 Seventh Avenue Loan ($172.0million -- 9.2% of the pool), which is secured by a 505,488 squarefoot office building located in the Garment District submarket ofManhattan. The loan is interest only for the entire term, andmatures in 2017. As of April 2013, the property was 98% leased,essentially the same as at last review. The largest tenants areJones Apparel (approximately 13% of the NRA; lease expiration inDecember 2019); Kobra International (7% of the NRA; leaseexpiration in June 2017). Approximately 35% of the NRA will rollin the next 16 months. Financial performance improved since lastreview due to 5.8% increase in base rents. The loan sponsors areOlmstead Properties and Enterprise AM. Moody's LTV and stressedDSCR are 126% and 0.78X, respectively, compared to 130% and 0.75Xat last review.

The third largest loan is the 485 Lexington Avenue Loan ($135.0million -- 7.2% of the pool), which is secured by a 930,558 squarefoot Class A office building located near Grand Central Station inManhattan. The loan represents a 30% pari-passu interest in a$450.0 million loan. The loan is interest only for the entire termand matures in 2017. As of March 2013, the property was 99.5%leased compared to 90% leased at the prior review and 90% atsecuritization. The largest tenants are Citibank, N.A. (31% of theNRA; lease expiration in February 2017) and Travelers IndemnityCompany (approximately 19% of the NRA; lease expiration in August2016). The property's financial performance has been stable.Tenants with investment-grade credit assessments account for morethe 50% of the tenant base. The sponsor is SL Green. Moody's LTVand stressed DSCR are 134% and 0.68X, respectively, compared to137% and 0.67X, at last review.

The affirmations reflect sufficient credit enhancement of theremaining classes relative to Fitch's expected losses. Thedowngrade is a result of higher expected losses primarilyassociated with loans in special servicing. Fitch modeled lossesof 12.7% of the remaining pool; expected losses on the originalpool balance total 13.4%, including $57.4 million (3.5% of theoriginal pool balance) in realized losses to date. Fitch hasdesignated 34 loans (33.8%) as Fitch Loans of Concern, whichincludes 11 specially serviced assets (11.6%).

As of the August 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 21.4% to $1.29 billion from$1.64 billion at issuance. Per the servicer reporting, three loans(4.9% of the pool) are defeased. Interest shortfalls are currentlyaffecting classes B through P. Loans secured by cooperativeproperties represent 9.4% of the pool.

The largest contributor to expected losses is the 75-101 FederalStreet loan (16.3% of the pool), which is secured by twointerconnected, class A office buildings composed of 811,687square feet (sf) in Boston's financial district. As of June 2013,occupancy for the building has reached 84%, an improvement from82% at year-end (YE) 2012 and 79% at YE 2010. Despite theimprovement in occupancy, net operating income (NOI) is justsufficient to service the debt with NOI debt service coverageratio (DSCR) of 1.0x at YE 2012 and 1.05x at YE 2011. The loan iscurrent as of the August 2013 remittance date.

The next largest contributor to expected losses is a specially-serviced 1.2 million-sf, outlet mall (6.3%) in Hazelwood, MO, asuburb of St. Louis. The loan transferred to special servicing inOctober 2011 due to the borrower's inability to secure financingby the loan's maturity date. A deed-in-lieu of foreclosure wassigned in August 2012. As of YE 2012, servicer reported occupancyfor the property was 86%. The mall continues to face increasedcompetition with the opening of two outlet malls in nearbyChesterfield, MO.

The third largest contributor to expected losses is a specially-serviced suburban office property (1.1%) in Annapolis, MD totaling72,052 sf. The loan transferred to special servicing in January2010 due to imminent default and became real-estate owned (REO) inOctober 2011. The largest tenant occupying 39% of the NRA renewedtheir lease until 2016. The property is 92% occupied as of June2013. The servicer is working to complete deferred maintenanceitems prior to disposition.

Rating Sensitivity

Rating Outlooks on the investment grade rated classes remainStable due to increasing credit enhancement and continued paydownof the classes. The 'AA' rated class, while expected to remainstable may be subject to further downgrade based on theperformance and recovery prospects of REO assets in specialservicing. The distressed classes (those rated below 'B-sf') aresubject to further downgrades as losses are realized.

The downgrades are due to an increase in expected losses for thepool. Fitch modeled losses of 4.9% of the remaining pool; expectedlosses on the original pool balance total 6.6%, including $75.7million (2.7% of the original pool balance) in realized losses todate. Fitch has designated 46 loans (20.2%) as Fitch Loans ofConcern, which includes six specially serviced assets (5.8%).

As of the July 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 18.8% to $2.25 billion from$2.77 billion at issuance. No loans are defeased. Interestshortfalls are currently affecting classes G through P.

The largest contributor to expected losses is the specially-serviced loan (1.3% of the pool is secured by a 138,132 squarefoot (sf) office property in Boca Raton, FL. The loan transferredto special servicing in February 2013 due to imminent paymentdefault. The borrower had failed to pay the required reservepayment that was triggered in December 2012 due to the largesttenant's failure to renew its lease 24 months prior to expirationas required by the loan documents. Legal counsel demanded andaccelerated the loan in April 2013 and the special servicer ispursuing foreclosure. The largest tenant (65% NRA) is expected tovacate in December 2014.

The next largest contributor to expected losses is a specially-serviced portfolio (0.6%), which was initially secured by threegrocery anchored retail properties with 193,566 sf located inAurora, Bridgeview, and Joliet IL. The loan was transferred to thespecial servicer in March 2009 due to payment default and theasset became real estate owned (REO) in December 2010. The Auroraproperty was sold in July 2012 and the two remaining propertiesare 100% vacant. Bridgeview is currently under contract with abuyer who intends to use the property as a grocery store and theJoliet property has received and offer where the buyer intends touse the property as storage.

The third largest contributor to expected losses are two hotels(1.7%) that are attached by a walkway, have a total of 428 roomsand are located in Springfield, IL. The loan was transferred tothe special servicer in October 2011 for imminent default and theproperty became REO in April 2013. The special servicer iscurrently evaluating the disposition strategy.

Rating Sensitivity

Rating Outlooks on classes A-1A through A-MFL remain Stable due toincreasing credit enhancement and continued pay down. RatingOutlooks on classes A-J, B, and C are Negative and may be subjectto further downgrades if there is further deterioration of thepool's cash flow performance and/or decrease in value of thespecially serviced loans. Additional downgrades to the distressedclasses (those rated below 'B') are expected as losses arerealized on specially serviced loans.

Fitch downgrades the following classes and assigns RecoveryEstimates (REs) as indicated:

The Certificates are collateralized by38 fixed rate loans securedby 72 properties. The ratings are based on the collateral and thestructure of the transaction.

Moody's CMBS ratings methodology combines both commercial realestate and structured finance analysis. Based on commercial realestate analysis, Moody's determines the credit quality of eachmortgage loan and calculates an expected loss on a loan specificbasis. Under structured finance, the credit enhancement for eachcertificate typically depends on the expected frequency, severity,and timing of future losses. Moody's also considers a range ofqualitative issues as well as the transaction's structural andlegal aspects.

The credit risk of loans is determined primarily by two factors:1) Moody's assessment of the probability of default, which islargely driven by each loan's DSCR, and 2) Moody's assessment ofthe severity of loss upon a default, which is largely driven byeach loan's LTV ratio.

The Moody's Actual DSCR of 1.59X is greater than the 2007conduit/fusion transaction average of 1.31X. The Moody's StressedDSCR of 1.05X is greater than the 2007 conduit/fusion transactionaverage of 0.92X.

Moody's Trust LTV ratio of 101.7% is lower than the 2007conduit/fusion transaction average of 110.6%. The LTV ratioexcludes the credit assessed loan University Towers CoOp Loan(2.3% of balance). University Towers CoOp was credit assessed atAaa. When University Towers is included the total pool LTV dropsto 99.7% LTV.

Moody's also considers both loan level diversity and propertylevel diversity when selecting a ratings approach. With respect toloan level diversity, the pool's loan level (includes crosscollateralized and cross defaulted loans) Herfindahl Index is 16.The transaction's loan level diversity is much lower compared toHerfindahl scores found in most multi-borrower transactions issuedsince 2009. With respect to property level diversity, the pool'sproperty level Herfindahl Index is 17. The transaction's propertydiversity profile is also much lower than the indices calculatedin most multi-borrower transactions issued since 2009.

Moody's also grades properties on a scale of 1 to 5 (best toworst) and considers those grades when assessing the likelihood ofdebt payment. The factors considered include property age, qualityof construction, location, market, and tenancy. The pool'sweighted average property quality grade is 2.37, which is higherthan the indices calculated in most multi-borrower transactionssince 2009.

This deal has a super-senior Aaa class with 30% creditenhancement. Although the additional enhancement offered to thesenior most certificate holders provides additional protectionagainst pool loss, the super-senior structure is credit negativefor the certificate that supports the super-senior class. If thesupport certificate were to take a loss, the loss would have thepotential to be quite large on a percentage basis. Thin tranchesneed more subordination to reduce the probability of default inrecognition that their loss-given default is higher. Thisadjustment helps keep expected loss in balance and consistentacross deals. The transaction was structured with additionalsubordination at class A-S to mitigate the potential increasedseverity to class A-S.

In terms of waterfall structure, the transaction contains a uniquegroup of exchangeable certificates. Classes A-S (Aaa (sf)), B (Aa3(sf)) and C (A3 (sf)) may be exchanged for Class PST (A2 (sf))certificates and Class PST may be exchanged for the Classes A-S, Band C. The PST certificates will be entitled to receive the sum ofinterest distributable on the Classes A-S, B and C certificatesthat are exchanged for such PST certificates. The initialcertificate balance of the Class PST certificates is equal to theaggregate of the initial certificate balances of the Class A-S, Band C and represent the maximum certificate balance of the PSTcertificates that may be issued in an exchange.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September2000, and "Moody's Approach to Rating Fusion U.S. CMBSTransactions" published in April 2005. The methodology used inrating Class X-A was "Moody's Approach to Rating StructuredFinance Interest-Only Securities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62which derives credit enhancement levels based on an aggregation ofadjusted loan level proceeds derived from Moody's loan level DSCRand LTV ratios. Major adjustments to determining proceeds includeloan structure, property type, sponsorship and diversity. Moody'sanalysis also uses the CMBS IO calculator version 1.0 whichreferences the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology.

The V Score for this transaction is assessed as Low/Medium, thesame as the V score assigned to the U.S. Conduit and CMBS sector.This reflects typical volatility with respect to the criticalassumptions used in the rating process as well as an averagedisclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling, and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the Class A-1-A Notes and anincrease in the transaction's overcollateralization ratios sincethe end of the reinvestment period in July 2012. Moody's notesthat the Class A-1-A Notes have been paid down by approximately61.4% or $147.5 million since July 2012. Based on the latesttrustee report dated July 10, 2013, the Class A/B, Class C, ClassD and Class E overcollateralization ratios are reported at 128.8%,117.6%, 108.0% and 103.6%, respectively, versus July 2012 levelsof 119.6%, 112.6%, 106.3% and 103.2%, respectively. Moody's notesthe reported July overcollateralization ratios do not reflect theJuly 22, 2013 payment of $38.3 million to the Class A-1-A Notes.

In taking the foregoing actions, Moody's also announced that ithad concluded its review of its ratings on the issuer's Class BNotes and Class C Notes announced on July 15, 2013. At that time,Moody's said that it had upgraded and placed certain of theissuer's ratings on review primarily as a result of substantialdeleveraging of the senior notes and increases in OC ratiosresulting from high rates of loan collateral prepayments duringthe first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par balance of$221.3 million, defaulted par of $7.8 million, a weighted averagedefault probability of 20.22% (implying a WARF of 2827), aweighted average recovery rate upon default of 52.05%, and adiversity score of 59. The default and recovery properties of thecollateral pool are incorporated in cash flow model analysis wherethey are subject to stresses as a function of the target rating ofeach CLO liability being reviewed. The default probability isderived from the credit quality of the collateral pool and Moody'sexpectation of the remaining life of the collateral pool. Theaverage recovery rate to be realized on future defaults is basedprimarily on the seniority of the assets in the collateral pool.In each case, historical and market performance trends andcollateral manager latitude for trading the collateral are alsofactors.

MSIM Peconic Bay, Ltd., issued in August 2007, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2262)

Class A-1-A: 0

Class A-1-B: 0

Class B: 0

Class C: +3

Class D: +2

Class E: 0

Moody's Adjusted WARF + 20% (3392)

Class A-1-A: 0

Class A-1-B: 0

Class B: -1

Class C: -1

Class D: 0

Class E: -3

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market andcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

3) Long-dated assets: The presence of assets that mature beyondthe CLO's legal maturity date exposes the deal to liquidation riskon those assets. Moody's assumes an asset's terminal value uponliquidation at maturity to be equal to the lower of an assumedliquidation value (depending on the extent to which the asset'smaturity lags that of the liabilities) and the asset's currentmarket value.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios,particularly since November 2012. Moody's notes that the Class ANotes have been paid down by approximately 20% or $42.7 millionsince November 2012. Based on the latest trustee report dated July1, 2013 the Class A/B, Class C, Class D, and Class Eovercollateralization ratios are reported at 130.22%, 118.8%,110.42%, and 104.46%, respectively, versus July 2012 levels of124.80%, 115.74%, 108.89%, and 103.93%, respectively. In takingthe foregoing actions, Moody's also announced that it hadconcluded its review of its ratings on the issuer's Class C Notesannounced on July 15, 2013. At that time, Moody's said that it hadupgraded and placed certain of the issuer's ratings on reviewprimarily as a result of substantial deleveraging of the seniornotes and increases in OC ratios resulting from high rates of loancollateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $243.9 million, no defaulted par, a weightedaverage default probability of 17.73% (implying a WARF of 2422), aweighted average recovery rate upon default of 52.47%, and adiversity score of 45. The default and recovery properties of thecollateral pool are incorporated in cash flow model analysis wherethey are subject to stresses as a function of the target rating ofeach CLO liability being reviewed. The default probability isderived from the credit quality of the collateral pool and Moody'sexpectation of the remaining life of the collateral pool. Theaverage recovery rate to be realized on future defaults is basedprimarily on the seniority of the assets in the collateral pool.In each case, historical and market performance trends andcollateral manager latitude for trading the collateral are alsofactors.

Nantucket CLO I Ltd., issued in November 2006, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1938)

Class A: 0

Class B: 0

Class C: +2

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (2906)

Class A: 0

Class B: 0

Class C: -2

Class D: -2

Class E: -2

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

NEWCASTLE CDO IX: Moody's Hikes Rating on 2 Note Classes to Ca--------------------------------------------------------------Moody's has upgraded the ratings of two classes and affirmed theratings of nine classes of Notes issued by Newcastle CDO IX 1,Limited. The upgrades are primarily due to the rapid redemption ofthe senior notes. The affirmations are due to key transactionparameters performing within levels commensurate with the existingratings levels. The rating action is the result of Moody's on-going surveillance of commercial real estate collateralized debtobligation (CRE CDO CLO) transactions.

Newcastle CDO IX 1, Limited is a static (the reinvestment periodended in May, 2012) cash transaction backed by a portfolio of: i)mezzanine loans (56.5% of the pool balance); ii) B-Notes (12.1%);iii) CRE CDO securities (12.7%); iv) commercial mortgage backedsecurities (CMBS) (7.5%); v) asset-backed securities, primarily inthe form of wireless tower backed notes, (ABS) (3.9%); vi) wholeloans (0.8%); vii) CMBS rake-bonds (0.3%); and viii) othercommercial real estate related debt, primarily in the form of termloans (5.9%). As of the July 18, 2013 trustee report, theaggregate note balance of the transaction, including preferredshares, has decreased to $619.0 million (which includes previouslyexecuted partial and full junior note cancellations). Theamortization in the current period includes sales of certainsecurities and regular amortization of collateral. The paydown isdirected to the Class A-1 Note.

There are two assets with a par balance of $14.0 million (2.0% ofthe current pool balance) that are considered defaulted assets asof the July 18, 2013 trustee report, compared to two assets with apar balance of $14.0 million (1.7% of the pool balance) at lastreview. Moody's expects significant losses from those defaultedassets to occur once they are realized.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated assessments for the non-Moody'srated collateral. Moody's modeled a bottom-dollar WARF of 5,501(excluding defaulted assets) compared to 5,088 at last review. Thecurrent distribution of Moody's rated collateral and assessmentsfor non-Moody's rated collateral is as follows: Aaa-Aa3 (0.1%compared to 0.1% at last review), A1-A3 (2.3% compared to 2.0% atlast review), Baa1-Baa3 (3.3% compared to 2.9% at last review),Ba1-Ba3 (12.4% compared to 10.7% at last review), B1-B3 (11.5%compared to 15.9% at last review), and Caa1-C (70.4% compared to68.5% at last review).

Moody's modeled a WAL of 4.2 years, compared to 3.2 years at lastreview. The current WAL is based on the assumption aboutextensions on the underlying collateral assets.

Moody's modeled a fixed WARR of 9.7%, compared to 8.8% at lastreview.

Moody's modeled a MAC of 14.2%, compared to 16.5% at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO ratingmodels, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, released on May 16, 2013,was used to analyze the cash flow waterfall and its effect on thecapital structure of the deal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in recovery rate assumptions. Holding all other keyparameters static, changing the recovery rate assumption, downfrom 9.7% to 4.7% or up to 14.7% would result in a rating movementon the rated tranches of 0 to 2 notches downward and 0 to 2notches upward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The hotel sector continues to exhibit growth albeit at a slightlyslower pace. The multifamily sector should remain stable withmoderate growth. Gradual recovery in the office sector continuesand will be assisted in the next quarter when absorption is likelyto outpace completions. However, since office demand is closelytied to employment, Moody's expects regional employment growth toprovide market differentiation. CBD markets continue to outperformsecondary suburban markets. The retail sector exhibited a slightreduction in vacancies in the first quarter; the largest dropsince 2005. However, consumers continue to be cautious asevidenced by sales growth continuing below historical trends.Across all property sectors, the availability of debt capitalcontinues to improve with robust securitization activity ofcommercial real estate loans supported by a monetary policy of lowinterest rates.

Moody's central global macroeconomic outlook indicates the globaleconomy has lost momentum over the past quarter as it tries torecover. US GDP growth for 2013 is likely to remain close to 2%,however US sequestration cuts that came into effect in March maycreate a drag on the positive growth in the US private sector.While the broad economic impact in unclear, the direct effect islikely to shave 0.4% off US GDP growth in 2013. Continuing fromthe previous quarter, Moody's believes that the three mostimmediate risks are: i) the risk of an even deeper than currentlyexpected recession in the euro area, accompanied by deeper creditcontraction, potentially triggered by a further intensification ofthe sovereign debt crisis; ii) slower-than-expected recovery inmajor emerging markets following the recent slowdown; and iii) anescalation of geopolitical tensions, resulting in adverse economicdevelopments.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in May 2012, and "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011.

The preliminary ratings are based on information as of Aug. 16,2013. Subsequent information may result in the assignment offinal ratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of:

-- The credit enhancement provided to the preliminary rated notes through the subordination of cash flows that are payable to the subordinated notes.

-- The transaction's credit enhancement, which is sufficient to withstand the defaults applicable for the supplemental tests (not counting excess spread), and cash flow structure, which can withstand the default rate projected by Standard & Poor's CDO Evaluator model, as assessed by Standard & Poor's using the assumptions and methods outlined in its corporate collateralized debt obligation criteria.

-- The transaction's legal structure, which is expected to be bankruptcy remote.

-- S&P's projections regarding the timely interest and ultimate principal payments on the preliminary rated notes, which it assessed using its cash flow analysis and assumptions commensurate with the assigned preliminary ratings under various interest-rate scenarios, including LIBOR ranging from 0.28%-11.57%.

-- The transaction's overcollateralization and interest coverage tests, a failure of which would lead to the diversion of interest and principal proceeds to reduce the balance of the rated notes outstanding.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios sincethe rating action in February 2013. Moody's notes that the Class ANotes have been paid down by approximately 54% or $106.3 millionsince the last rating action. Based on the latest trustee reportdated July 31, 2013, the Class A/B, Class C, Class D and Class Eovercollateralization ratios are reported at 173.7%, 143.8%,122.7% and 111.5%, respectively, versus December 2012 levels of137.0%, 124.0%, 113.3% and 107.0%, respectively.

In taking the foregoing actions, Moody's also announced that ithad concluded its review of the rating on the issuer's Class CNotes announced on July 15, 2013. At that time, Moody's said thatit had upgraded and placed certain of the issuer's ratings onreview primarily as a result of substantial deleveraging of thesenior notes and increases in OC ratios resulting from high ratesof loan collateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $187.7 million, no defaulted par, a weightedaverage default probability of 14.1% (implying a WARF of 2460), aweighted average recovery rate upon default of 47.7%, and adiversity score of 34. The default and recovery properties of thecollateral pool are incorporated in cash flow model analysis wherethey are subject to stresses as a function of the target rating ofeach CLO liability being reviewed. The default probability isderived from the credit quality of the collateral pool and Moody'sexpectation of the remaining life of the collateral pool. Theaverage recovery rate to be realized on future defaults is basedprimarily on the seniority of the assets in the collateral pool.In each case, historical and market performance trends andcollateral manager latitude for trading the collateral are alsofactors.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1968)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: 0

Class D: +2

Class E: +2

Moody's Adjusted WARF + 20% (2952)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: 0

Class D: -2

Class E: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

Deleveraging: The main source of uncertainty in this transactionis whether deleveraging from unscheduled principal proceeds willcontinue and at what pace. Deleveraging may accelerate due to highprepayment levels in the loan market and/or collateral sales bythe manager, which may have significant impact on the notes'ratings.

Most U.S. cash flow collateralized loan obligations (CLOs) closebefore purchasing the full amount of their targeted level ofportfolio collateral. On the closing date, the collateral managertypically covenants to purchase the remaining collateral withinthe guidelines specified in the transaction documents to reach thetarget level of portfolio collateral. Typically, the CLOtransaction documents specify a date by which the targeted levelof portfolio collateral must be reached. The "effective date" fora CLO transaction is usually the earlier of the date on which thetransaction acquires the target level of portfolio collateral, orthe date defined in the transaction documents. Most transactiondocuments contain provisions directing the trustee to request therating agencies that have issued ratings upon closing to affirmthe ratings issued on the closing date after reviewing theeffective date portfolio (typically referred to as an "effectivedate rating affirmation").

An effective date rating affirmation reflects S&P's opinion thatthe portfolio collateral purchased by the issuer, as reported toS&P by the trustee and collateral manager, in combination with thetransaction's structure, provides sufficient credit support tomaintain the ratings that S&P assigned on the transaction'sclosing date. The effective date reports provide a summary ofcertain information that S&P used in its analysis and the resultsof its review based on the information presented to S&P.

S&P believes the transaction may see some benefit from allowing awindow of time after the closing date for the collateral managerto acquire the remaining assets for a CLO transaction. Thiswindow of time is typically referred to as a "ramp-up period."Because some CLO transactions may acquire most of their assetsfrom the new issue leveraged loan market, the ramp-up period maygive collateral managers the flexibility to acquire a more diverseportfolio of assets.

For a CLO that has not purchased its full target level ofportfolio collateral by the closing date, S&P's ratings on theclosing date and prior to its effective date review are generallybased on the application of S&P's criteria to a combination ofpurchased collateral, collateral committed to be purchased, andthe indicative portfolio of assets provided to S&P by thecollateral manager, and may also reflect its assumptions about thetransaction's investment guidelines. This is because not allassets in the portfolio have been purchased.

"When we receive a request to issue an effective date ratingaffirmation, we perform quantitative and qualitative analysis ofthe transaction in accordance with our criteria to assess whetherthe initial ratings remain consistent with the credit enhancementbased on the effective date collateral portfolio. Our analysisrelies on the use of CDO Evaluator to estimate a scenario defaultrate at each rating level based on the effective date portfolio,full cash flow modeling to determine the appropriate percentilebreak-even default rate at each rating level, the application ofour supplemental tests, and the analytical judgment of a ratingcommittee," S&P said.

In S&P's published effective date report, it discusses itsanalysis of the information provided by the transaction's trusteeand collateral manager in support of their request for effectivedate rating affirmation. In most instances, S&P intends topublish an effective date report each time it issues an effectivedate rating affirmation on a publicly rated U.S. cash flow CLO.

On an ongoing basis after S&P issues an effective date ratingaffirmation, it will periodically review whether, in its view, thecurrent ratings on the notes remain consistent with the creditquality of the assets, the credit enhancement available to supportthe notes, and other factors, and take rating actions as it deemsnecessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

The actions are primarily a result of the recent performance ofthe underlying pools and reflect Moody's updated loss expectationson the pools. The upgrades are a result of build-up in creditenhancement on the bonds and stable performance of the underlyingpool.

The actions also reflect the correction of errors in theStructured Finance Workstation (SFW) cash flow models used byMoody's in rating these transactions, specifically in how themodels handle interest allocation for these transactions. The cashflow models used in past rating actions used a separate interestwaterfall. However, the pooling and servicing agreements for thesetransactions provide that all collected principal and interest iscommingled into one payment waterfall to first pay all promisedinterest due on bonds , and then pay scheduled principal. Due tothe discovery of these errors, eleven tranches were placed onwatch on May 14, 2013. The errors have now been corrected, andthese rating actions reflect these changes.

The principal methodology used in these ratings was "US RMBSSurveillance Methodology" published in June 2013.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts anunemployment central range of 7.0% to 8.0% for the 2013 year.Moody's expects house prices to continue to rise in 2013.Performance of RMBS continues to remain highly dependent onservicer procedures. Any change resulting from servicing transfersor other policy or regulatory change can impact the performance ofthese transactions.

RESIDENTIAL FUNDING: Moody's Takes Action on $382-Mil. of RMBS--------------------------------------------------------------Moody's Investors Service has confirmed the ratings of 13 tranchesand upgraded the ratings of five tranches from seven transactionsissued by Residential Funding Corporation, backed by Subprimemortgage loans.

The rating actions reflect the recent performance of theunderlying pools and Moody's updated expected losses on the pools.The rating actions also reflect correction of errors in theStructured Finance Workstation (SFW) cash flow models previouslyused by Moody's in rating these transactions.

The cash flow models used in previous rating actions for thesetransactions incorrectly applied separate interest and principalwaterfalls. In the impacted deals, all collected principal andinterest is commingled into one payment waterfall to pay allinterest due on the bonds first, and then pay principal. Due tothe discovery of these errors, these tranches were placed onreview on May 14, 2013. The errors have now been corrected, andthese rating actions reflect the changes.

The methodology used in these ratings was "US RMBS SurveillanceMethodology" published in June 2013.

The primary sources of assumption uncertainty are Moody's centralmacroeconomic forecast and performance volatility as a result ofservicer-related activity such as modifications. The unemploymentrate fell from 8.2% in July 2012 to 7.4% in July 2013. Moody'sforecasts an unemployment central range of 7.0% to 8.0% for 2013.Moody's expects housing prices to continue to rise in 2013.Performance of RMBS continues to remain highly dependent onservicer activity such as modification-related principalforgiveness and interest rate reductions. Any change resultingfrom servicing transfers or other policy or regulatory change canalso impact the performance of these transactions.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios sinceJanuary 2013. Moody's notes that the Class A-1R, A-1D and A-1ANotes have been paid down by approximately 50% or $54.9 million,and the Class A-1S Notes have been paid down by approximately 61%or $24.1 million since January 2013. Based on the latest trusteereport dated August 2, 2013, the Class A/B, Class C, Class D andClass E overcollateralization ratios are reported at 145.7%,126.2%, 110.5% and 103.5%, respectively, versus January 2013levels of 125.0%, 115.0%, 106.3% and 102.0%, respectively.

Moody's also announced that it had concluded its review of itsratings on the issuer's Class C Notes announced on July 15, 2013.At that time, Moody's said that it had upgraded and placed certainof the issuer's ratings on review for upgrade primarily as aresult of substantial deleveraging of the senior notes andincreases in OC ratios resulting from high rates of loancollateral prepayments during the first half of 2013.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $144.2 million, defaulted par of $7.0 million,a weighted average default probability of 19.49% (implying a WARFof 2932), a weighted average recovery rate upon default of 51.52%,and a diversity score of 40. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

Rosedale CLO Ltd., issued in June 2006, is a collateralized loanobligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2345)

Class X: 0

Class A-1R: 0

Class A-1D: 0

Class A-1A: 0

Class A-1S: 0

Class A-1J: 0

Class B: 0

Class C: +1

Class D-1: +2

Class D-2: +2

Class E: +1

Moody's Adjusted WARF + 20% (3518)

Class X: 0

Class A-1R: 0

Class A-1D: 0

Class A-1A: 0

Class A-1S: 0

Class A-1J: 0

Class B: 0

Class C: -2

Class D-1: -2

Class D-2: -2

Class E: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

The upgrades are due to increased credit support from pay downsand amortization. The pool has paid down by 10% since Moody's lastfull review. The affirmations are due to key parameters, includingMoody's loan to value (LTV) ratio, Moody's stressed debt servicecoverage ratio (DSCR) and the Herfindahl Index (Herf), remainingwithin acceptable ranges. Based on Moody's current base expectedloss, the credit enhancement levels for the affirmed classes aresufficient to maintain their current ratings.

The rating of the IO Classes, Classes XP and XC, are consistentwith the expected credit performance of their referenced classesand thus are affirmed.

Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

Moody's rating action reflects a cumulative base expected loss of2.2% of the current balance compared to 2.5% at last review. Baseexpected losses and realized losses have decreased to 1.4% of theoriginal balance from 1.7% at last review.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September2000, and "Moody's Approach to Rating Canadian CMBS" published inMay 2000.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 20 compared to 21 at last review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated September 20, 2012.

Deal Performance:

As of the August 12, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 37.5% to $267.4million from $427.6 million at securitization. The Certificatesare collateralized by 47 mortgage loans ranging in size from lessthan 1% to 14% of the pool, with the top ten loans representing54% of the pool.

Ten loans, representing 13.7% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

One loan has been liquidated from the pool, resulting in arealized loss of $6,223 (1.2% loss severity). There are currentlyno loans in special servicing.

Moody's has assumed a high default probability for three poorlyperforming loans representing 3.3% of the pool and has estimated a$1.3 million loss (15% expected loss based on a 50% probabilitydefault) from these troubled loan.

Moody's was provided with full year 2012 operating results for 94%of the pool. Moody's weighted average conduit LTV is 80% comparedto 83% at last full review. Moody's net cash flow reflects aweighted average haircut of 12.5% to the most recently availablenet operating income. Moody's value reflects a weighted averagecapitalization rate of 9.2%.

Moody's actual and stressed conduit DSCRs are 1.60X and 1.40X,respectively, compared to 1.53X and 1.32X, respectively, at lastfull review. Moody's actual DSCR is based on Moody's net cash flow(NCF) and the loan's actual debt service. Moody's stressed DSCR isbased on Moody's NCF and a 9.25% stressed rate applied to the loanbalance.

The three largest conduit loans represent 30.6% of the poolbalance. The largest loan is the MTS Building Loan ($37.9 million-- 14.2% of the pool), which is secured by two adjacent officebuildings located in Winnipeg, Manitoba. One of the two buildingsserves as MTS Allstream's corporate headquarters. MTS is thelargest telecommunications company in Manitoba and the 4th largestcompany in Canada. MTS occupies 89% of the net rentable area (NRA)via a lease that runs through December 2021. The property was 100%leased as of June 2013, which is the same as last review and atsecuritization. Moody's LTV and stressed DSCR are 92% and 1.03x,respectively, compared to 96% and 0.98x at last review.

The second largest loan is the Aviva Insurance Complex Loan ($28.6million -- 10.7%), which is secured by a 437,667 square footmixed-use complex located in Toronto, Ontario. The property was100% leased as of August 2013 compared to 93% leased at lastreview. Aviva Canada is the property's largest tenant, whichleases 73% of the net rentable area through September 2016.Moody's LTV and stressed DSCR are 88% and 1.11x, respectively,compared to 91% and 1.07x at last review.

The third largest loan is the Milner Professional Loan ($15.2million -- 5.7%), which is secured by a 268,203 square foot officebuilding located in Toronto, Ontario. The property was 78% leasedas of July 2013. The property has experienced a decline inperformance since last review due to lower rental revenue. Moody'sLTV and stressed DSCR are 80% and 1.22x, respectively, compared to72% and 1.35x at last review.

-- The availability of 49.72%, 43.57%, 34.86%, 30.76%, and 26.18% of credit support for the class A, B, C, D, and E notes, respectively, based on stress cash flow scenarios (including excess spread), which provide coverage of more than 3.50x, 3.00x, 2.30x, 1.93x, and 1.60x its 13.50%- 14.50% expected cumulative net loss.

-- The timely interest and principal payments made under stressed cash flow modeling scenarios appropriate to the assigned ratings.

-- Its expectation that under a moderate ('BBB') stress scenario, all else being equal, its ratings on the class A, B, and C notes will remain within one rating category of the assigned ratings during the first year, and its ratings on the class D and E notes will remain within two rating categories of the assigned ratings, which is within the outer bounds of S&P's credit stability criteria.

-- The originator/servicer's history in the subprime/specialty auto finance business.

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

According to Moody's, the rating actions taken on the notesreflect the benefit of the short period of time remaining beforethe end of the deal's reinvestment period in October 2013. Inconsideration of the reinvestment restrictions applicable duringthe amortization period, and therefore limited ability to effectsignificant changes to the current collateral pool, Moody'sanalyzed the deal assuming a higher likelihood that the collateralpool characteristics will continue to maintain a positive bufferrelative to certain covenant requirements. In particular, the dealis assumed to benefit from lower WARF and higher WAS compared tocovenant levels. Moody's modeled a WARF and a WAS of 2568 and3.16%, respectively, compared to the covenant levels of 2816 and2.30%, respectively. Moody's also notes that the transaction'sreported overcollateralization ratios are stable.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $339 million, no defaulted par, a weightedaverage default probability of 18.05% (implying a WARF of 2568), aweighted average recovery rate upon default of 51.22%, and adiversity score of 59. The default and recovery properties of thecollateral pool are incorporated in cash flow model analysis wherethey are subject to stresses as a function of the target rating ofeach CLO liability being reviewed. The default probability isderived from the credit quality of the collateral pool and Moody'sexpectation of the remaining life of the collateral pool. Theaverage recovery rate to be realized on future defaults is basedprimarily on the seniority of the assets in the collateral pool.In each case, historical and market performance trends andcollateral manager latitude for trading the collateral are alsofactors.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will commence and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Post-Reinvestment Period Trading: Subject to certainrequirements, the deal is allowed to reinvest certain proceedsafter the end of the reinvestment period, and as such the managerhas the flexibility to deteriorate some collateral quality metricsto the covenant levels.

SOLEDAD RDA SUCCESSOR: Moody's Cuts Rating on 1998 TABs to B1-------------------------------------------------------------Moody's Investors Service has downgraded to B1 from Ba1 the ratingon the Successor Agency of Soledad Redevelopment Agency's (CA)1998 Series A Tax Allocation Bonds. The bonds are secured by apledge of tax increment revenues from the Agency's SoledadRedevelopment Project Area.

Rating Rationale:

The downgrade and B1 rating primarily reflects the less than sumsufficient coverage on an annual and semiannual basis. The weakcoverage is due to a decline in assessed value and the dissolutionof redevelopment agencies (now known as successor agencies), whichshifts cash flow to a semiannual consideration. However, thisrevenue shortfall will be supplemented by additional cash reservesfrom unspent bond proceeds that will pay debt service as needed.These funds significantly reduce the risk of default in the near-term due to revenue shortfalls. In the long-term, Moody's expectseventual steady assessed value growth to return coverage to sum-sufficient levels.

Strengths:

- Additional cash reserves of unspent bond proceeds can pay debtservice before reserve fund is used

- Cash funded reserve fund

Challenges:

- Very narrow annual coverage

- Less than sum sufficient coverage

- Small rural tax base with low resident wealth levels

The City of Soledad is located in Monterey County (Aa2 IssuerRating) located 25 miles southeast of Salinas in a primarilyagricultural region. The Soledad Redevelopment Project Area coversapproximately 520 acres, or 17.8% of the city, in a primarilyresidential and commercial portion of town.

What could move the rating-UP

- Sustained coverage levels above one times

- Substantial improvement in wealth levels

What could move the rating-DOWN

- Use of reserves without significantly improved coverage levels

- Ongoing assessed value decline

The principal methodology used in this rating was Moody's AnalyticApproach To Rating California Tax Allocation Bonds published inDecember 2003.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes since therating action in February 2013. Moody's notes that the Class A-1a,Class A-1b, and Class A-1g Notes have been paid down byapproximately 70% or $166.6 million since the rating action inFebruary 2013. Based on the latest trustee report dated July 2013,the Class A, Class B, and Class C overcollateralization ratios arereported at 155.77%, 130.70%, and 113.68%, respectively, versusDecember 2012 levels of 129.47%, 117.94%, and 108.91%,respectively. Moody's also announced that it had concluded itsreview of its ratings on the issuer's Class B Notes announced onJuly 15, 2013. At that time, Moody's said that it had upgraded andplaced certain issuer's ratings on review for upgrade primarily asa result of substantial deleveraging of the senior notes andincreases in OC ratios resulting from high rates of loancollateral prepayments during the first half of 2013.

Notwithstanding benefits of the deleveraging, Moody's notes thatthe credit quality of the underlying portfolio has deterioratedsince the last rating action. Based on the July 2013 trusteereport, the weighted average rating factor is currently 2846compared to 2740 in December 2012. In addition, the issuer has asignificant exposure to defaulted securities. Based on the trusteereport dated July 2013, defaulted securities total $31.4 million.In addition, Moody's has modeled a further $7.2 million ofsecurities with speculative grade ratings as if they aredefaulted. A high proportion of such defaulted collateral isbelieved to be illiquid.

Moody's notes that the underlying portfolio includes a number ofinvestments in securities that mature after the maturity date ofthe notes. Based on Moody's calculations, securities that matureafter the maturity date of the notes currently make upapproximately 25.5% of the underlying portfolio. These investmentspotentially expose the notes to market risk in the event ofliquidation at the time of the notes' maturity.

The rating on the Class A-1g Notes reflects the actual underlyingrating of the Notes. This underlying rating is based solely on theintrinsic credit quality of the Class A-1g Notes in the absence ofthe guarantee from Assured Guaranty Corp., whose insurancefinancial strength rating is currently at A3.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par and principalproceeds balance of $244 million, defaulted par of $38.7 million,a weighted average default probability of 17.44% (implying a WARFof 3175), a weighted average recovery rate upon default of 51.34%,and a diversity score of 24. The default and recovery propertiesof the collateral pool are incorporated in cash flow modelanalysis where they are subject to stresses as a function of thetarget rating of each CLO liability being reviewed. The defaultprobability is derived from the credit quality of the collateralpool and Moody's expectation of the remaining life of thecollateral pool. The average recovery rate to be realized onfuture defaults is based primarily on the seniority of the assetsin the collateral pool. In each case, historical and marketperformance trends and collateral manager latitude for trading thecollateral are also factors.

Southfork CLO Ltd., issued in March 2005, is a collateralized loanobligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

Moody's also notes that a material proportion of the collateralpool includes debt obligations whose credit quality has beenassessed through Moody's Credit Estimates ("CEs"). Moody'sanalysis reflects the application of certain adjustments withrespect to the default probabilities associated with CEs.Specifically, Moody's assumed an equivalent of Caa3 for assetswith CEs that were not updated within the last 15 months, whichrepresent approximately 7.12% of the collateral pool.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2540)

Class A-1a: 0

Class A-1b: 0

Class A-1g: 0

Class A-2: 0

Class A-3a: 0

Class A-3b: 0

Class B: +1

Class C: +2

Moody's Adjusted WARF + 20% (3810)

Class A-1a: 0

Class A-1b: 0

Class A-1g: 0

Class A-2: 0

Class A-3a: 0

Class A-3b: 0

Class B: -1

Class C: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

3) Long-dated assets: The presence of assets that mature beyondthe CLO's legal maturity date exposes the deal to liquidation riskon those assets. Moody's assumes an asset's terminal value uponliquidation at maturity to be equal to the lower of an assumedliquidation value (depending on the extent to which the asset'smaturity lags that of the liabilities) and the asset's currentmarket value. In consideration of the size of the deal's exposureto long-dated assets, which increases its sensitivity to theliquidation assumptions used in the rating analysis, Moody's randifferent scenarios considering a range of liquidation valueassumptions. However, actual long-dated asset exposure andprevailing market prices and conditions at the CLO's maturity willdrive the extent of the deal's realized losses, if any, from long-dated assets.

According to Moody's, the rating actions taken on the notesreflect the benefit of the short period of time remaining beforethe end of the deal's reinvestment period in October 2013. Inconsideration of the reinvestment restrictions applicable duringthe amortization period, and therefore limited ability to effectsignificant changes to the current collateral pool, Moody'sanalyzed the deal assuming a higher likelihood that the collateralpool characteristics will continue to maintain a positive bufferrelative to certain covenant requirements. In particular, the dealis expected to benefit from weighted average spread (WAS) andweighted average recovery rate (WARR) levels that are assumed tobe higher than their covenant levels. Based on its calculations,Moody's modeled WAS and WARR of 3.25% and 49.97%, respectively,compared to the covenant levels of 1.92% and 43.7%, respectively.Moody's also notes that the transaction's reportedovercollateralization ratios are stable since the last ratingaction.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor (WARF),diversity score, and WARR, are based on its published methodologyand may be different from the trustee's reported numbers. In itsbase case, Moody's analyzed the underlying collateral pool to havea performing par and principal proceeds balance of $762 million,defaulted par of $9.2 million, a weighted average defaultprobability of 16.83% (implying a WARF of 2485), a WARR upondefault of 49.97%, and a diversity score of 69. The default andrecovery properties of the collateral pool are incorporated incash flow model analysis where they are subject to stresses as afunction of the target rating of each CLO liability beingreviewed. The default probability is derived from the creditquality of the collateral pool and Moody's expectation of theremaining life of the collateral pool. The average recovery rateto be realized on future defaults is based primarily on theseniority of the assets in the collateral pool. In each case,historical and market performance trends and collateral managerlatitude for trading the collateral are also factors.

Stone Tower CLO V Ltd., issued in August 2006, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inMay 2013.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1988)

Class A1: 0

Class A2a: 0

Class A2b: 0

Class A3: +1

Class B: +3

Class C1: +2

Class C2: +2

Class D: +1

Moody's Adjusted WARF + 20% (2982)

Class A1: 0

Class A2a: 0

Class A2b: -1

Class A3: -2

Class B: -2

Class C1: -1

Class C2: -1

Class D: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will commence and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties.

The rating action reflects the recent performance of the pool ofmortgages backing the underlying bond and the rating of theunderlying bond. The resecuritization bonds are backed by Class 5-A-1 issued by Structured Asset Securities Corporation 2005-10transaction. The Class 5-A-1 bond is currently rated Caa1.

The principal methodology used in this rating was "Moody'sApproach to Rating US Resecuritized Residential Mortgage-BackedSecurities" published in February 2011.

The methodology used in determining the ratings of the underlyingbonds was "US RMBS Surveillance Methodology" published in June2013.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts anunemployment central range of 7.0% to 8.0% for the 2013 year.Moody's expects house prices to continue to rise in 2013.Performance of RMBS continues to remain highly dependent onservicer procedures. Any change resulting from servicing transfersor other policy or regulatory change can impact the performance ofthese transactions.

All trends are Stable. DBRS does not rate the first lost piece,Class G.

The collateral consists of 76 fixed-rate loans secured by 113commercial properties. As of the August 2013 remittance report,the pool has a balance of approximately $1.61 billion,representing a collateral reduction of approximately 1.16% sinceissuance in September 2012. Overall, the loans in the pool havereported stable performance since issuance. The transaction alsobenefits from loans structured with significant amortization, as20.9% of the pool amortizes down by maturity.

As of the August 2013 remittance report, there are no delinquentor specially serviced loans, and there are no loans on theservicer's watchlist.

The DBRS analysis included an in-depth review of the top 15 loansand loans on the servicer's watchlist, which representsapproximately 55.3% of the current pool balance. According to themost recent reporting, these loans had a weighted-average debtservice coverage ratio (DSCR) of 1.75x and a weighted-average debtyield of 11.0%. While these figures represent overall stableperformance, it is of note that only approximately 85.1% of thepool is reporting YE2012 financials. The remainder of the pool isreporting partial-year figures, which are being annualized by theservicer for the purposes of calculating the updated DSCR. Assuch, the figures are less reliable indicators of propertyperformance than the true full-year figures, which should beavailable in the coming year.

The affirmations are due to key parameters, including Moody's loanto value (LTV) ratio, Moody's stressed debt service coverage ratio(DSCR) and the Herfindahl Index (Herf), remaining withinacceptable ranges. Based on Moody's current base expected loss,the credit enhancement levels for the affirmed classes aresufficient to maintain their current ratings. The rating of the IOClasses, Class X-A and X-B, are consistent with the expectedcredit performance of their referenced classes and thus isaffirmed.

Moody's rating action reflects a cumulative base expected loss of1.9% of the current balance. No realized losses have beenincurred. Depending on the timing of loan payoffs and the severityand timing of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. CMBS Conduit Transactions" published inSeptember 2000.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 29.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's definitive ratingswere assigned and summarized in a press release dated October 1,2012.

Deal Performance:

As of the August 12, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 1.2% to $1.07billion from $1.08 billion at securitization. The Certificates arecollateralized by 85 mortgage loans ranging in size from less than1% to 11% of the pool, with the top ten loans representing 46% ofthe pool.

Moody's was provided with full year 2012 operating results for 83%of the pool balance. Moody's weighted average conduit LTV is97.4%. Moody's net cash flow reflects a weighted average haircutof 12.4% to the most recently available net operating income.Moody's value reflects a weighted average capitalization rate of9.9%.

Moody's actual and stressed conduit DSCRs are 1.62X and 1.10X,respectively. Moody's actual DSCR is based on Moody's net cashflow (NCF) and the loan's actual debt service. Moody's stressedDSCR is based on Moody's NCF and a 9.25% stressed rate applied tothe loan balance.

The top three conduit loans represent 24.1% of the pool balance.The largest loan is the 1000 Harbor Boulevard Loan ($120 million -- 10.6% of the pool), which is secured by a ten story suburbanoffice building located in Weehawken, New Jersey. The loanrepresents a 94% pari-passu interest in a $120 million loan. Theproperty was 100% occupied as of June 2012 with 95% of the NRA(net rentable area) leased to UBS Financial Services, Inc. through2028. The property is part of Lincoln Harbor, a master plannedcommunity set on 60 acres along the Hudson River, directly acrossfrom Midtown Manhattan. Moody's LTV and stressed DSCR are 104% and0.97x, respectively, the same as last review.

The second largest loan is the Apache Mall Loan ($98.4 million --9.2%), which is secured by an enclosed single level regional malllocated in Rochester, Minnesota. The collateral consists of591,423 square foot (SF) of the total property which is 754,213SF. Major anchor tenants include JC Penny, Sears, Herberger's, andMacy's. An updated rent roll was not received. At securitization,the collateral was 96% occupied as of June 2012. Moody's LTV andstressed DSCR are 96% and 1.02x, respectively, similar to lastreview.

The third largest loan is the Reisterstown Loan ($46.3 million --4.3%), which is secured by a 660,408 SF mixed use and anchoredretail center located in Baltimore. Maryland. The anchor tenantsinclude Giant Foods, Burlington Coat Factory, Shoppers World, BigLot's and Marshalls. The main office tenant is the Department ofPublic Safety which leases 16.4% of the NRA through December 2021.The property was 94% leased as of December 2012. Moody's LTV andstressed DSCR are 99% and 1.06x, respectively, the same as lastreview.

According to Moody's, the affirmation is primarily a result of areduced likelihood for the deal to trigger an event of default andaccelerate the notes, which offsets the credit performanceimprovement of the transaction.

Moody's notes that the Class B notes in this deal are not allowedto defer interest. In the absence of an acceleration of the notes,the payment of both current and deferred interest on the Class Bnotes is senior in the waterfall before payment of principal tothe Class A notes. The deal will trigger an Event of Default (EoD)if there is a default on the payment of interest on either theClass A or B notes. After an EOD occurs, the deal may acceleratethe notes or liquidate the collateral, both of which require thevote from two thirds (66 2/3%) of each class of notes, votingseparately. Acceleration of the notes would be beneficial to theClass A notes as payment to the Class B notes will besubordinated. In light of the possibility of acceleration, Moody'sperformed an analysis assuming that the deal triggers an EOD andaccelerates the notes, in addition to an analysis assuming that noacceleration occurs. In Moody's opinion, the probability of EoD inthis deal has declined substantially because of the improvement incredit quality, resulting in a lower likelihood that anacceleration of the notes, which benefits the Class A notes, willoccur. The modeled output in an EoD and acceleration scenario canbe multiple notches higher for the Class A notes than in a non-EoDscenario.

Moody's also notes that given the 1) low collateral spreads (2.90%on average for the floating rate collateral), 2) high CDOliability spreads and 3) under-collateralization of the B notes(around 96%), the deal will have insufficient interest proceeds topay current and deferred interest on the Class B notes in thefuture, and will thus need to rely on principal proceeds. Suchdiversion of principal proceeds may be substantial and will erodethe cushion for the collateral that support the Class A notes.

Moody's notes that the Class A-1 Notes have been paid down byapproximately 42.1% or $30.7 million since August 2012, due todiversion of excess interest proceeds and disbursement ofprincipal proceeds from redemptions of underlying assets. As aresult of this deleveraging, the Class A-1 Notes' par coverageimproved to 308.09% from 191.42%, as calculated by Moody's. Basedon the latest trustee report dated July 24, 2013, the Class AOvercollateralization Test is 179.5% (limit 125.0%), versus theJuly 2012 level of 154.0%. In the near term, the Class A-1 noteswill continue to benefit from the diversion of excess interest andthe proceeds from future redemptions of any assets in thecollateral pool.

Moody's also notes that the deal benefited from an improvement inthe credit quality of the underlying portfolio. Based on Moody'scalculation, the weighted average rating factor (WARF) improved to871 compared to 1058 as of the last rating action date. The totalpar amount that Moody's treated as defaulted or deferring declinedto $22.0 million compared to $32.0 million as of August 2012. Thedecline is due to improvement in the credit quality and thefinancial ratios of the banks that issued the two assets that wereassumed to be defaulted in the last review.

Moody's notes that the key model inputs used by Moody's in itsanalysis, such as par, weighted average rating factor, diversityscore, and weighted average recovery rate, are based on itspublished methodology and may be different from the trustee'sreported numbers. In its base case, Moody's analyzed theunderlying collateral pool to have a performing par of $130.2million, defaulted/deferring par of $22.0 million, a weightedaverage default probability of 19.05% (implying a WARF of 871),Moody's Asset Correlation of 20.09%, and a weighted averagerecovery rate upon default of 10%. In addition to the quantitativefactors that are explicitly modeled, qualitative factors are partof rating committee considerations. Moody's considers thestructural protections in the transaction, the risk of triggeringan Event of Default, recent deal performance under current marketconditions, the legal environment, and specific documentationfeatures. All information available to rating committees,including macroeconomic forecasts, inputs from other Moody'sanalytical groups, market factors, and judgments regarding thenature and severity of credit stress on the transactions, mayinfluence the final rating decision.

U.S. Capital Funding I, Ltd., issued on February 2004, is acollateralized debt obligation backed by a portfolio of bank trustpreferred securities.

The portfolio of this CDO is mainly comprised of trust preferredsecurities (TruPS) issued by small to medium sized U.S. communitybanks that are generally not publicly rated by Moody's. Toevaluate the credit quality of bank TruPS without public ratings,Moody's uses RiskCalc model, an econometric model developed byMoody's KMV, to derive their credit scores. Moody's evaluation ofthe credit risk for a majority of bank obligors in the pool relieson FDIC financial data reported as of Q1-2013.

The methodologies used in this rating were "Moody's Approach toRating TRUP CDOs" published in May 2011 and "Updated Approach tothe Usage of Credit Estimates in Rated Transactions" published inOctober 2009.

Moody's also evaluates the sensitivity of the rated transaction tothe volatility of the credit estimates, as described in Moody'sCross Sector Rating Methodology "Updated Approach to the Usage ofCredit Estimates in Rated Transactions" published in October 2009.

The transaction's portfolio was modeled using CDOROM v.2.8 todevelop the default distribution from which the Moody's AssetCorrelation parameter was obtained. This parameter was then usedas an input in a cash flow model using CDOEdge.

Moody's performed a number of sensitivity analyses of the resultsto certain key factors driving the ratings. Moody's analyzed thesensitivity of the model results to changes in the portfolio WARF(representing an improvement or a deterioration in the creditquality of the collateral pool), assuming that all other factorsare held equal. If the WARF is increased by 150 points from thebase case of 871, the model-implied rating of the Class A-1 Notesis one notch worse than the base case result. Similarly, if theWARF is decreased by 340 points, the model-implied rating of theClass A-1 Notes is one notch better than the base case result.

In addition, Moody's also performed two additional sensitivityanalyses as described in the Special Comment "Sensitivity Analyseson Deferral Cures and Default Timing for Monitoring TruPS CDOs"published in August 2012. In the first, Moody's gave par credit tobanks that are deferring interest on their TruPS but satisfyspecific credit criteria and thus have a strong likelihood ofresuming interest payments. Under this sensitivity analysis, itgave par credit to $3 million of bank TruPS. In the secondsensitivity analysis, it ran alternative default-timing profilescenarios to reflect the lower likelihood of a large spike indefaults.

Summary of the impact on all rated notes (shown in terms of thenumber of notches' difference versus the current model output,where a positive difference corresponds to lower expected loss),assuming that all other factors are held equal:

Sensitivity Analysis 1:

Class A-1: 0

Class A-2: 0

Class B-1: +1

Class B-2: +1

Sensitivity Analysis 2:

Class A-1: 0

Class A-2: 0

Class B-1: +1

Class B-2: +1

Moody's notes that this transaction is still subject to a highlevel of macroeconomic uncertainty although Moody's outlook on thebanking sector has changed to stable from negative. The pace ofFDIC bank failures continues to decline in 2013 compared to thelast four years, and some of the previously deferring banks haveresumed interest payment on their trust preferred securities.

US CAPITAL II: S&P Raises Rating on Class A-2 Notes to BB+----------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on the classA-1 and A-2 notes from U.S. Capital Funding II Ltd., acollateralized debt obligation (CDO) transaction backed by trustpreferred securities (TruPs) and issued by financial institutions.At the same time, S&P removed its rating on the class A-1 notesfrom CreditWatch with positive implications, where it placed it onMay 17, 2013.

The upgrades reflect paydowns to the class A-1 notes and theimproved credit support available to the notes since S&P lastupgraded the class A-1 notes in May 2012, following an update toS&P's criteria for rating CDOs backed by bank TruPs. Since then,and after considering the August 2013 distribution, thetransaction has paid down the class A-1 notes by approximately$60.05 million, leaving the notes at 37.10% of their originalbalance.

The upgrades also reflect the improved overcollateralization (O/C)available to the notes, mainly because of the aforementionedpaydowns, since our May 2012 rating action. The trustee reportedthe following O/C ratios in the August 2013 note valuation report:

-- The class A O/C ratio was 202.58%, compared with a reported ratio of 153.23% in May 2012.

-- The class B O/C ratio was 94.90%, compared with a reported ratio of 90.10% in May 2012.

Standard & Poor's will continue to review whether, in its view,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions as it deems necessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

US EDUCATION III: Moody's Ups Rating on Cl. 2004B Notes from Ba1----------------------------------------------------------------Moody's Investors Service has upgraded the rating of thesubordinated class of notes issued by U.S. Education Loan TrustIII, LLC. The underlying collateral consists of loans originatedunder the Federal Family Education Loan Program (FFELP), which areguaranteed by the U.S. government for a minimum of 98% ofdefaulted principal and accrued interest.

Ratings Rationale:

The primary rationale for the upgrade is the continued build-up incredit enhancement supporting the notes. The total parity (theratio of total assets to total liabilities) has increased from102.4% as of March 2012 to 103.7% as of the latest reporting dateof March 2013. The increase in the total parity resulted primarilyfrom the continued purchases of outstanding auction ratesecurities at a discount as well as from the pay-down of the noteswith excess spread generated in the transaction.

The principal methodology used in this rating was "Moody'sApproach to Rating Securities Backed by FFELP Student Loans"published in April 2012.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

The ratings on the bonds would not be upgraded or downgradedshould the current three-month commercial paper rate increase to5%.

To assess rating implications of the higher expected losses, eachindividual transaction was run through a variety of stressscenarios using the Structured Finance Workstation(R) (SFW), acash flow model developed by Moody's Wall Street Analytics.

The upgrades are due to defeasance and an increase in creditsupport from loan amortization and loan payoffs. Fifteen loans,representing 57% of the pooled balance, are currently defeasedcompared to 51% at last review. Forty-eight loans, representing99% of the pooled balance, have maturity or anticipated repaymentdates (ARD) in the next six months. Moody's expects furtherimprovement in credit support as a majority of those loans areexpected to repay by loan maturity or ARD date.

The affirmations of Cl. A-1A through Cl. C and Cl. H through Cl. Kare due to key parameters, including Moody's loan to value (LTV)ratio, Moody's stressed DSCR and the Herfindahl Index (Herf),remaining within acceptable ranges. Based on Moody's current baseexpected loss, the credit enhancement levels for Class H issufficient to maintain its current rating.

The affirmations of Cl. L through Cl. O are because the currentratings reflect Moody's expected loss for these classes.

The affirmation of Cl. SL, a non-pooled or rake bond, is due todefeasance. The rake bond is secured by a junior portion of theStarrett-Lehigh Loan, which is fully defeased.

Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for the classes could decline below the currentlevels. If future performance materially declines, the expectedlevel of credit enhancement and the priority in the cash flowwaterfall may be insufficient for the current ratings of theseclasses.

The ratings of the interest-only (IO) classes, Class X-C, isconsistent with the expected credit performance of its referencedclasses and thus is affirmed.

Moody's rating action reflects a cumulative base expected loss of2.3% of the current pooled balance, which is the same as at lastreview. Moody's base expected loss plus realized losses is now3.0% of the original pooled balance compared to 3.1% at lastreview.

Moody's analysis reflects a forward-looking view of the likelyrange of collateral performance over the medium term. From time totime, Moody's may, if warranted, change these expectations.Performance that falls outside an acceptable range of the keyparameters may indicate that the collateral's credit quality isstronger or weaker than Moody's had anticipated during the currentreview. Even so, deviation from the expected range will notnecessarily result in a rating action. There may be mitigating oroffsetting factors to an improvement or decline in collateralperformance, such as increased subordination levels due toamortization and loan payoffs or a decline in subordination due torealized losses.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery in the commercial real estate property markets.Commercial real estate property values are continuing to move in amodestly positive direction along with a rise in investmentactivity and stabilization in core property type performance.Limited new construction and moderate job growth have aided thisimprovement. However, a consistent upward trend will not beevident until the volume of investment activity steadily increasesfor a significant period, non-performing properties are clearedfrom the pipeline, and fears of a Euro area recession are abated.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published on September2000, and "Moody's Approach to Rating CMBS Large Loan/SingleBorrower Transactions" published in July 2000.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 11, compared to 14 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel based Large Loan Model v 8.5 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated September 6, 2012.

Deal Performance:

As of the July 17, 2013 distribution date, the transaction'saggregate pooled certificate balance has decreased by 40% to $770million from $1.29 billion at securitization. The deal alsocontains a $20 million non-pooled rake bond, which brings thedeal's current balance to $790 million. The Certificates arecollateralized by 53 mortgage loans ranging in size from less than1% to 10% of the pool, with the top ten loans representing 31% ofthe pool. Fifteen pooled loans, representing 57% of the pool, havebeen defeased and are collateralized with U.S. GovernmentSecurities.

Eight loans, representing 5% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Seven loans have been liquidated at loss from the pool, resultingin an aggregate realized loss of $20 million (43% average lossseverity). Two loans, representing less than 1% of the pool, arecurrently in special servicing. The largest specially servicedloan is the Indian Trail Center Loan ($2 million -- 0.3% of thepool), which is secured by a 46,000 square foot (SF) officeproperty located in Norcross, Georgia. The property recentlybecame real estate owned (REO). The servicer intends to stabilizethe asset before marketing it for sale. The property was 44%leased as of June 2013.

The servicer has recognized an aggregate $1 million appraisalreduction for one of the two specially serviced loan. Moody's hasestimated a $2 million loss (48% average loss severity) for bothspecially serviced loans.

Moody's has assumed a high default probability for two poorlyperforming loans representing 1% of the pool and has estimated a$1 million aggregate loss (17% expected loss based on a 50%probability default) from these troubled loans.

Moody's was provided with full year 2011 and partial or full year2012 operating results for 94% and 92% of the pool's non-defeasedloans, respectively. Moody's weighted average conduit LTV is 91%compared to 90% at Moody's prior review. The conduit portion ofthe pool excludes specially serviced, troubled and defeased loans.Moody's net cash flow reflects a weighted average haircut of 12%to the most recently available net operating income. Moody's valuereflects a weighted average capitalization rate of 9.0%.

Moody's actual and stressed conduit DSCRs are 1.36X and 1.13X,respectively, compared to 1.37X and 1.14X at last review. Moody'sactual DSCR is based on Moody's net cash flow (NCF) and the loan'sactual debt service. Moody's stressed DSCR is based on Moody's NCFand a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 19% of the pool. The largestconduit loan is the North Riverside Park Mall Loan ($80 million --10.4% of the pool), which is secured by the borrower's interest ina 1.1 million square foot (SF) regional mall located 11 miles westof Chicago's CBD in North Riverside, Illinois. The mall isanchored by a J.C. Penney, Carson Pirie Scott & Co and Sears. The440,000 SF collateral portion was 93% leased as of May 2013compared to 95% as of July 2012. The loan's ARD date is inFebruary 2014. Moody's LTV and stressed DSCR are 119% and 0.82X,respectively, compared to 122% and 0.80X at last review.

The second largest loan is the Villa del Sol Apartments Loan ($40million -- 5.2% of the pool), which is secured by a 562-unitapartment complex located in Santa Ana, California. The propertyhas maintained a 95%+ occupancy since securitization. It was 96%leased as of August 2013. The property's average rent is $1,352per unit, which is approximately 10% higher than at Moody's lastreview. The loans' ARD date is in December 2013. Moody's LTV andstressed DSCR are 81% and 1.13X, respectively, compared to 88% and1.04X at last review.

The third largest loan is the Pine Trail Square Loan ($26 million-- 3.4% of the pool), which is secured by a 270,000 SF retailcenter located in West Palm Beach, Florida. Former anchor tenantAlbertson's, which occupied 54,000 SF, vacated the property. Thesponsor has re-leased 32,000 SF of the former's Albertson's spaceto HH Gregg, but the rest remains vacant. The property was 86%leased as of August 2013 compared to 87% as of April 2012. Theloan's ARD date is in February 2014. Moody's LTV and stressed DSCRare 73% and 1.34X, respectively, compared to 80% and 1.21X at lastreview.

The classes above reflect the final ratings and deal structure.The certificates represent the beneficial ownership in the trust,primary assets of which are 86 loans secured by 136 commercialproperties having an aggregate principal balance of approximately$1.107 billion as of the cutoff date. The loans were contributedto the trust by The Royal Bank of Scotland; Wells Fargo Bank,National Association; NCB, FSB; Liberty Island Group I LLC; C-IIICommercial Mortgage LLC; and Basis Real Estate Capital II, LLC.

Fitch reviewed a comprehensive sample of the transaction'scollateral, including site inspections on 78.7% of the propertiesby balance, cash flow analysis of 87.1%, and asset summary reviewson 87.1% of the pool.

Key Rating Drivers

Fitch Leverage: The Fitch debt service coverage ratio (DSCR) andloan-to-value (LTV) of 1.74x and 96.6%, respectively, are betterthan the average DSCR and LTV of 1.36x and 99.8% of Fitch-ratedconduit transactions for the first half of 2013. Excluding theloans collateralized by cooperative housing (co-op) properties,which make up 9.4% of the pool, the Fitch DSCR and LTV are 1.25xand 103.1%.

Loan Concentration: The 10 largest loans account for 56.2% of thepool balance, which is higher than the respective average 2012 andfirst half 2013 top 10 loan concentrations of 54.2% and 54.3%. Inaddition, no loan accounts for more than 10% of the pool'saggregate cut-off principal balance. The loan concentration index(LCI) of 441 represents one of the more concentrated conduit poolsby loan size.

Property Type Diversity: The pool has a higher concentration ofretail (38.8%) than the average conduit transactions through thefirst-half 2013, with three malls in the top-six loans.Additionally, three of the top-10 loans are secured by self-storage properties, a property type not common in the top-10, butwhich has historically exhibited a delinquency rate of less thanhalf the overall CMBS delinquency rate. Further, there is a higherexposure to hotels, at 18.0% of the pool, which is somewhatmitigated by the high concentration of multifamily/manufacturedhousing of 17.5%. The average first-half 2013 property typeconcentrations for retail, hotel and multifamily/manufacturedhousing are, respectively, 31.6%, 13.8%, and 15.0%.

Rating Sensitivities

For this transaction, Fitch's net cash flow (NCF) was 16.5% belowthe full-year 2012 net operating income (NOI) (for properties forwhich 2012 NOI was provided, excluding properties that werestabilizing during this period). Unanticipated further declines inproperty-level NCF could result in higher defaults and lossseverity on defaulted loans, and could result in potential ratingactions on the certificates. Fitch evaluated the sensitivity ofthe ratings assigned to WFRBS 2013-C15 certificates and found thatthe transaction displays average sensitivity to further declinesin NCF. In a scenario in which NCF declined a further 20% fromFitch's NCF, a downgrade of the junior 'AAAsf' certificates to'AAsf' could result. In a more severe scenario, in which NCFdeclined a further 30% from Fitch's NCF, a downgrade of the junior'AAAsf' certificates to 'A-sf' could result. The presale reportincludes a detailed explanation of additional stresses andsensitivities in the Rating Sensitivity Section.

The Master Servicers will be Wells Fargo Bank, N.A. and NCB, FSB,rated 'CMS1-' and 'CMS2-', respectively, by Fitch. The specialservicers will be CWCapital Asset Management LLC and NCB, FSBrated 'CSS1-' and 'CSS3+', respectively, by Fitch.

WHITTIER PUBLIC: Moody's Confirms Ba1 Rating on Series A Bonds--------------------------------------------------------------Moody's Investors Service has confirmed the Ba1 rating on theWhittier Public Financing Authority's (CA) 2002 Series A RevenueBonds.

The bonds are secured by a loan agreement between the Authorityand the Whittier Redevelopment Agency (now the City of Whittier asSuccessor Agency). The Agency's loan payments are secured by itspledge of tax increment revenues of the Greenleaf Avenue/UptownWhittier project area.

Rating Rationale

The rating reflects the current and projected total project areadebt service coverage amounts that are lean on a semi-annualbasis. Coverage is somewhat narrower alone for the GreenleafAvenue/Uptown Whittier project area alone on an annual basis. Therating also incorporates the low incremental to total AV ratiothat accentuates revenue volatility the average wealth levels. TheGreenleaf Avenue/Uptown Whittier project area is small however thecombined project areas of the Successor Agency are sizeable.

Strengths

- Assessed valuation grew in 2013 with prospects for additional growth in 2014

- Sizeable total project area

Challenges

- Low debt service coverage on all debt of the Successor Agency at below 2x annually

Last year, San Bernardino County voted to form a joint powersauthority with area cities to explore using eminent domain toseize mortgages. Fontana, CA and Ontario, CA joined the jointpowers authority. The group decided not to pursue eminent domainover concerns it would restrict future lending in the area. Lastmonth, Richmond, CA announced plans to seize mortgages frominvestors and write down the loan balances on underwaterproperties.

In addition to pushing losses forward on performing loans, the useof eminent domain could also have other unintended consequences,including increasing mortgage interest rates and decreasing creditavailability in affected areas. On Aug. 8, Fannie Mae's andFreddie Mac's regulator, the Federal Housing Finance Agency(FHFA), said it may direct the GSEs to stop their activities intowns that use eminent domain to seize mortgages.

Eminent domain provides a mechanism for local, county or stategovernments to seize mortgages at discounted values, potentiallyresulting in losses for the holders of those seized. Several ofthese plans focus on borrowers who are current on their existingmortgage obligations.

* Fitch Says US CREL CDO Delinquency Rate Remains Stable--------------------------------------------------------The overall delinquency rate for CREL CDOs fell marginally to11.7% from 11.8% last month as only three new delinquent assetswere reported and six assets were removed from the Index,according to the latest results from Fitch Ratings.

New delinquencies included two recently matured balloon loans andone security with a new interest shortfall. The removed assetsincluded five assets disposed of at losses and one security thatis no longer suffering from interest shortfalls.

CDO managers reported approximately $66 million in realizedprincipal losses in July from asset disposals. The average loss onthese assets, which include both loans and securities, wasapproximately 34%.

* Fitch: TruPS CDOs Defaults/Deferrals Dip to 27.6% in July-----------------------------------------------------------Combined defaults and deferrals for U.S. bank TruPS CDOs havefurther decreased to 27.6% at the end of the July from 27.8% atthe end of June, according to Fitch Ratings.

In July, seven banks representing approximately $62 million ofcollateral cured and resumed their interest payments on theirTruPS. There were no new defaults or deferrals.

Year-to-date, there have been nine new deferrals and defaultscompared to 34 over a comparable period last year. Cures continueto trend higher, with 44 cures year to date compared to 28 lastyear.

The total number of bank issuers outstanding across Fitch ratedU.S. TruPS CDOs stood at 1,434 at the end of July. Of this total,220 bank issuers are in default and 293 in deferral.

* Moody's Takes Action on $342MM of RMBS Issued 2002 to 2004------------------------------------------------------------Moody's Investors Service has downgraded the ratings of 70tranches and confirmed the rating of one tranche backed by PrimeJumbo RMBS loans, issued by CSFB.

The actions are a result of the recent performance of theunderlying pools and reflect Moody's updated loss expectations onthe pools. In addition, the downgrades reflect the exposure of theaffected bonds to tail risk due to the pro-rata pay nature of thetransactions.

In addition, Class Cl. VI-M-1 from CSFB Mortgage-Backed Pass-Through Certificates, Series 2003-AR28 is backed by anovercollateralized pool and was incorrectly placed on review inthe June 19, 2013 rating action addressing tail risk in RMBSShifting Interest/Pro-rata deals. The rating on this trancheshould not have been placed on review and it is being confirmed inthis rating action.

The principal methodology used in these ratings was "US RMBSSurveillance Methodology" published in June 2013.

As detailed in the methodology, subject to the results of a stressscenario analysis, Moody's caps the ratings of bonds exposed totail-end risk to A3 (sf) or below, unless the bonds are expectedto pay off within a year or are expected to pay off well beforethe underlying pool is expected to be small pool (100 loans).

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from8.2% in July 2012 to 7.4% in July 2013. Moody's forecasts anunemployment central range of 7.0% to 8.0% for the 2013 year.Moody's expects house prices to continue to rise in 2013.Performance of RMBS continues to remain highly dependent onservicer procedures. Any change resulting from servicing transfersor other policy or regulatory change can impact the performance ofthese transactions.

* S&P Lowers Ratings on 31 Classes Ratings From 19 RMBS Deals-------------------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on 31classes from 19 U.S. residential mortgage-backed securities (RMBS)transactions and removed 26 of them from CreditWatch with negativeimplications. At the same time, S&P affirmed its ratings on 319classes from 66 transactions and removed 99 of them fromCreditWatch negative.

The complete list of rating actions is available in "U.S. RMBSClasses Affected By The Aug. 20, 2013 Rating Actions," publishedon RatingsDirect.

The rating actions resolve a portion of the transactions that S&Pplaced on CreditWatch last month as a result of an announcementby Ocwen Loan Servicing (Ocwen) that $1.4 billion of previouslyundisclosed losses on certain loans were to be realized in the May2013 remittance period. The loans involved had received aforbearance modification from Homeward Residential Inc. (Homeward)before having their servicing transferred to Ocwen. Thesemodifications were intended to be reported as principal losses tothe loans, which would have then been passed through to therelated RMBS at that time.

All of the transactions in this review were issued between 2001-2007, and are backed by a mix of adjustable- and fixed-rate primejumbo, subprime, Alternative-A, document-deficient, reperforming,and Neg-Am loans secured primarily by first-liens on one- to four-family residential properties.

Among the 67 transactions reviewed, the amount of losses tied toforbearance modifications as a proportion of the originalcollateral balance varied from as low as 0.08% (MESA Trust 2001-5)to 3.71% (Soundview Home Loan Trust 2007-OPT1). In those caseswhere the number of loans placed in forbearance was low, S&P'slifetime projected losses stayed virtually unchanged despite lossreclassifications. In other cases where the number of loansplaced in forbearance resulted in an upward adjustment to S&P'slifetime projected losses, its downgrades stemmed primarily fromdeteriorating credit support caused by increased delinquencies.In general, transactions reporting the highest amounts offorbearance losses already had speculative-grade ratings.

S&P lowered its ratings on 31 classes from 19 transactions(removing 26 of them from CreditWatch with negative implications)due to increased losses resulting from a changing delinquencypipeline.

S&P lowered its ratings on two classes out of the investment-graderange (i.e., 'BBB-' or higher), to 'BB+ (sf'' from 'BBB- (sf)'.Out of the remaining classes with lowered ratings, four continueto be in the investment-grade category, while the remaining werealready in the speculative-grade category before the ratingactions.

For certain transactions, S&P considered specific performancecharacteristics that, in its view, may add a layer of volatilityto its loss assumptions when they are stressed at the rating, assuggested by S&P's cash flow models. In these circumstances, S&Paffirmed its ratings on those classes to promote ratingsstability. In general, the bonds that were affected reflect thefollowing:

The 17 affirmed 'AAA (sf)' ratings from nine transactions affectbonds that have one or both of these characteristics:

-- More than sufficient credit support to absorb the projected remaining losses associated with this rating stress; and

-- Benefit from permanently failing cumulative loss triggers.

The 48 affirmations from 24 transactions in the 'AA (sf)' and 'A(sf)' categories affect classes that are currently in first,second, or third payment priority. In addition, S&P affirmed itsratings on 37 classes from 25 transactions in the 'BBB (sf)'through 'B (sf)' rating categories. The projected credit supporton these classes remained relatively consistent with priorprojections.

S&P affirmed its ratings on 217 additional classes in the'CCC (sf)' or 'CC (sf)' rating categories. S&P believes that theprojected credit support for these classes will remaininsufficient to cover the revised projected losses to theseclasses.

Standard & Poor's will review all reported forbearance lossamounts associated with the Homeward serviced loans and, in turn,resolve each of the ratings currently on CreditWatch.

According to S&P's counterparty criteria, it considered anyapplicable hedges related to these securities when performingthese rating actions.

Subordination, overcollateralization (when available), and excessinterest generally provide credit support for the reviewedtransactions.

ECONOMIC OUTLOOK

When analyzing U.S. RMBS collateral pools to determine theirrelative credit quality and the potential impact on ratedsecurities, the degree of remaining losses stems, to a certainextent, from S&P's outlook regarding the behavior of such loans inconjunction with expected economic conditions. Overall, Standard& Poor's baseline macroeconomic outlook assumptions for variablesthat it believes could affect residential mortgage performance areas follows:

-- Its unemployment rate forecast is 7.5% for 2013 and 6.9% for 2014, compared with the actual 8.1% rate in 2012.

-- Home prices will increase 11% in 2013, using the 20-city Standard & Poor's/Case-Shiller Home Price Index.

-- Real GDP growth will be 2.0% in 2013 and 3.1% in 2014.

-- The 30-year mortgage rate will average 3.9% for 2013 and reach slightly higher levels in 2014; and

-- Inflation will be 1.3% in 2013 and 1.6% in 2014.

Overall, S&P's outlook for RMBS is stable. Although S&P viewsoverall housing fundamentals positively, it believes RMBSfundamentals still hinge on additional factors, such as theultimate fate of modified loans, the servicers' propensity toadvance on delinquent loans, and liquidation timelines.

Under S&P's baseline economic assumptions, it expects RMBScollateral quality to improve mildly. However, if a downsidescenario were to occur in the U.S. in line with Standard & Poor'sforecast, it believes that the credit quality of U.S. RMBS wouldweaken. S&P's downside scenario incorporates the following keyassumptions:

-- Home prices once again decline as a result of higher defaults, additional shadow inventory, and less purchase activity.

-- Total unemployment increases modestly in 2013 to 8.6%, but rises to 9% in 2014, and job growth would slow to almost zero in 2013 and 2014.

-- Thirty-year fixed mortgage rates fall below 3% in 2013, but capitalizing on such lower rates could be hampered by limited access to credit and pressure on home prices.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties, and enforcement mechanisms available to investors anda description of how they differ from the representations,warranties, and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

* S&P Lowers 27 Ratings From 9 U.S. RMBS Transactions-----------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on 27classes from nine U.S. residential mortgage-backed securities(RMBS) transactions and removed 24 of them from CreditWatch withnegative implications. At the same time, S&P affirmed its ratingson 192 classes from 30 transactions and removed 131 of them fromCreditWatch negative. Furthermore, S&P withdrew the rating onclass A3 from Structured Adjustable Rate Mortgage Loan Trust 2005-6XS and removed it from CreditWatch negative because the balancewas paid in full.

The rating actions resolve a portion of the transactions that S&Pplaced on CreditWatch in July as a result of Nationstar MortgageLLC's (Nationstar's) announcement that $1 billion of previouslyundisclosed losses on certain loans were to be realized in theJuly 2013 remittance period. The loans involved had received aforbearance modification from Aurora Loan Services LLC (Aurora)before having their servicing transferred to Nationstar. Thesemodifications were intended to be reported as principal losses tothe loans, which would have then been passed through to therelated RMBS at that time.

All of the transactions in this review were issued between 2003-2006, and are backed by a mix of adjustable- and fixed-rate primejumbo, subprime, Alternative-A, outside-the-guidelines, andreperforming loans secured primarily by first-liens on one- tofour-family residential properties.

The amount of losses tied to forbearance modifications as aproportion of the original collateral balance varied from deal todeal. In those cases where the number of loans placed inforbearance was low, S&P's lifetime projected losses stayedvirtually unchanged despite loss reclassifications. In othercases where the number of loans placed in forbearance resulted inan upward adjustment to S&P's lifetime projected losses, itsdowngrades stemmed primarily from deteriorating credit supportcaused by increased delinquencies. In general, transactionsreporting the highest amounts of forbearance losses already hadspeculative-grade ratings.

S&P lowered its ratings on 27 classes from nine transactions(removing 24 of them from CreditWatch with negative implications)because of increased losses resulting from a changing delinquencypipeline. Out of those, S&P lowered its ratings on six classesout of the investment-grade range (i.e., 'BBB-' or higher). Theremaining downgraded classes were already in the speculative-gradecategory before the rating actions.

For certain transactions, S&P considered specific performancecharacteristics that, in its view, may add a layer of volatilityto its loss assumptions when they are stressed at the rating, asS&P's cash flow models suggested. In these circumstances, S&Paffirmed its ratings on those classes to promote ratingsstability. In general, the bonds that were affected reflect thefollowing:

-- Historical interest shortfalls;

-- Low priority in principal payments;

-- Significant growth in the delinquency pipeline;

-- A high proportion of reperforming loans in the pool;

-- Significant growth in observed loss severities; and

-- Weak hard-dollar credit support.

The 12 affirmed 'AAA (sf)' ratings from six transactions affectbonds that have one or both of these characteristics:

-- More than sufficient credit support to absorb the projected remaining losses associated with this rating stress; and

-- Benefit from permanently failing cumulative loss triggers.

The 77 affirmations from 19 transactions in the 'AA (sf)' and'A (sf)' categories affect classes that are currently in first,second, or third payment priority. In addition, S&P affirmed itsratings on 42 classes from 19 transactions in the 'BBB (sf)'through 'B (sf)' rating categories. The projected credit supporton these classes remained relatively consistent with priorprojections.

S&P affirmed its ratings on 61 additional classes in the'CCC (sf)' or 'CC (sf)' rating categories. S&P believes that theprojected credit support for these classes will remaininsufficient to cover the revised projected losses to theseclasses.

Standard & Poor's will review all reported forbearance lossamounts associated with the Aurora serviced loans and, in turn,resolve each of the ratings currently on CreditWatch.

According to S&P's counterparty criteria, it considered anyapplicable hedges related to these securities when performingthese rating actions.

Subordination, overcollateralization (when available), and excessinterest generally provide credit support for the reviewedtransactions.

ECONOMIC OUTLOOK

When analyzing U.S. RMBS collateral pools to determine theirrelative credit quality and the potential impact on ratedsecurities, the degree of remaining losses stems, to a certainextent, from S&P's outlook regarding the behavior of such loans inconjunction with expected economic conditions. Overall, Standard& Poor's baseline macroeconomic outlook assumptions for variablesthat it believes could affect residential mortgage performance areas follows:

-- Its unemployment rate forecast is 7.5% for 2013 and 6.9% for 2014, compared with the actual 8.1% rate in 2012.

-- Home prices will increase 11% in 2013, using the 20-city Standard & Poor's/Case-Shiller Home Price Index.

-- Real GDP growth will be 2.0% in 2013 and 3.1% in 2014.

-- The 30-year mortgage rate will average 3.9% for 2013 and reach slightly higher levels in 2014.

-- Inflation will be 1.3% in 2013 and 1.6% in 2014.

Overall, S&P's outlook for RMBS is stable. Although S&P viewsoverall housing fundamentals positively, it believes RMBSfundamentals still hinges on additional factors, such as theultimate fate of modified loans, the servicers' propensity toadvance on delinquent loans, and liquidation timelines.

Under S&P's baseline economic assumptions, it expects RMBScollateral quality to improve mildly. However, if a downsidescenario were to occur in the U.S. in line with Standard & Poor'sforecast, it believes that U.S. RMBS credit quality would weaken.S&P's downside scenario incorporates the following keyassumptions:

-- Home prices once again decline as a result of higher defaults, additional shadow inventory, and less purchase activity.

-- Total unemployment increases modestly in 2013 to 8.6%, but rises to 9% in 2014, and job growth would slow to almost zero in 2013 and 2014.

-- Thirty-year fixed mortgage rates fall below 3% in 2013, but capitalizing on such lower rates could be hampered by limited access to credit and pressure on home prices.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties, and enforcement mechanisms available to investors anda description of how they differ from the representations,warranties, and enforcement mechanisms in issuances ofsimilar securities. The Rule applies to in-scope securitiesinitially rated (including preliminary ratings) on or afterSept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers"public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filedChapter 11 cases involving less than $1,000,000 in assets andliabilities delivered to nation's bankruptcy courts. The listincludes links to freely downloadable images of these small-dollarpetitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

The Sunday TCR delivers securitization rating news from the weekthen-ending.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

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